Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 02, 2020 | Jun. 30, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-14962 | ||
Entity Registrant Name | CIRCOR INTERNATIONAL, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 04-3477276 | ||
Entity Address, Address Line One | 30 CORPORATE DRIVE, SUITE 200 | ||
Entity Address, City or Town | Burlington, | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 01803-4238 | ||
City Area Code | 781 | ||
Local Phone Number | 270-1200 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | CIR | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 19,920,230 | ||
Documents Incorporated by Reference [Text Block] | DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates by reference certain portions of the information from the registrant’s definitive Proxy Statement for the 2020 Annual Meeting of Stockholders to be held on May 7, 2020. The definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the close of the registrant’s year ended December 31, 2019 . | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001091883 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 887,999,502 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 84,531 | $ 68,517 |
Trade accounts receivable, less allowance for doubtful accounts of $3,086 and $2,270, respectively | 125,422 | |
Inventories | 137,309 | 143,682 |
Prepaid expenses and other current assets | 66,664 | 71,428 |
Total Current Assets | 575,119 | 648,046 |
PROPERTY, PLANT AND EQUIPMENT, NET | 172,179 | 189,672 |
OTHER ASSETS: | ||
Goodwill | 271,893 | 450,605 |
Intangible Assets, Net (Excluding Goodwill) | 385,542 | 440,281 |
Deferred income tax asset | 30,852 | 19,906 |
Assets Held-for-sale, Not Part of Disposal Group | 30,374 | |
Other assets | 35,360 | 12,728 |
TOTAL ASSETS | 1,470,945 | 1,791,612 |
CURRENT LIABILITIES: | ||
Accounts payable | 79,399 | 94,715 |
Accrued expenses and other current liabilities | 94,169 | 92,496 |
Accrued compensation and benefits | 19,518 | 30,703 |
Total Current Liabilities | 236,375 | 284,062 |
LONG-TERM DEBT, NET OF CURRENT PORTION | 636,297 | 778,187 |
DEFERRED INCOME TAXES | 21,425 | 33,607 |
Non-current liability | 146,801 | 150,623 |
Liabilities Related to Assets Held-for-sale, Not Part of Disposal Group | 861 | |
OTHER NON-CURRENT LIABILITIES | 38,636 | 15,279 |
SHAREHOLDERS’ EQUITY: | ||
Preferred stock, $0.01 par value; 1,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.01 par value; 29,000,000 shares authorized; 19,912,362 and 19,845,205 shares issued at December 31, 2019 and 2018, respectively | 213 | 212 |
Additional paid-in capital | 446,657 | 440,890 |
Retained earnings | 99,280 | 232,102 |
Treasury Stock, Value | (74,472) | (74,472) |
Accumulated other comprehensive loss, net of taxes | (80,267) | (69,739) |
Total Shareholders' Equity | 391,411 | 528,993 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 1,470,945 | 1,791,612 |
Liabilities Related to Assets Held-for-sale, Not Part of Disposal Group, Current | 43,289 | 58,298 |
Disposal Group, Including Discontinued Operation, Assets, Current | 161,193 | 197,238 |
Income tax payable | 5,521 | 3,529 |
Long-term Debt, Current Maturities | $ 0 | $ 7,850 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Trade accounts receivable, allowance for doubtful accounts | $ 6,735 | $ 2,171 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 29,000,000 | 29,000,000 |
Common Stock, Shares, Issued | 19,912,362 | 19,845,205 |
Common Stock, Shares, Outstanding | 19,912,362 | 19,845,205 |
Consolidated Statements Of Inco
Consolidated Statements Of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Revenues | $ 964,313 | $ 1,013,470 | $ 505,492 |
Cost of revenues | 655,504 | 688,267 | 332,818 |
GROSS PROFIT | 308,809 | 325,203 | 172,674 |
Selling, general and administrative expenses | 248,256 | 284,641 | 146,478 |
Restructuring and Related Cost, Incurred Cost | 22,872 | 18,909 | 9,889 |
OPERATING INCOME | 37,681 | 21,653 | 16,307 |
Other (income) expense: | |||
Interest Income (Expense), Net | 48,609 | 52,975 | 10,841 |
Other (income) expense, net | (836) | (7,426) | 1,826 |
TOTAL OTHER EXPENSE | 47,773 | 45,549 | 12,667 |
INCOME BEFORE INCOME TAXES | (10,092) | (23,896) | 3,640 |
Provision for income taxes | 14,676 | 9,451 | (7,211) |
NET INCOME | $ (133,935) | $ (39,384) | $ 11,789 |
Income (Loss) from Continuing Operations, Per Basic Share | $ (1.24) | $ (1.68) | $ 0.65 |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic Share | (5.48) | (0.30) | 0.06 |
Earnings per common share: | |||
Basic | (6.73) | (1.99) | 0.71 |
Income (Loss) from Continuing Operations, Per Diluted Share | (1.24) | (1.68) | 0.64 |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share | (5.48) | (0.30) | 0.06 |
Diluted | $ (6.73) | $ (1.99) | $ 0.70 |
Weighted average number of common shares outstanding: | |||
Basic | 19,903 | 19,834 | 16,674 |
Diluted | 19,903 | 19,834 | 16,849 |
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent | $ (24,768) | $ (33,347) | $ 10,851 |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ (109,167) | $ (6,037) | $ 938 |
Statements Of Consolidated Comp
Statements Of Consolidated Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Net income | $ (133,935) | $ (39,384) | $ 11,789 | |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustments | (4,740) | (20,523) | 34,119 | |
Interest rate swap adjustments (1) | (5,390) | (1,516) | 0 | |
Other changes in plan assets - amortization of actuarial gains (losses) | [1] | (398) | (11,087) | 4,877 |
Net periodic pension costs amortization (loss) gain | [2] | 0 | 117 | 535 |
Other comprehensive income (loss) | (10,528) | (33,009) | 39,531 | |
COMPREHENSIVE INCOME | (144,463) | (72,393) | 51,320 | |
Pension Liability [Member] | ||||
Other comprehensive (loss) income, net of tax: | ||||
Net of Income tax effect | 1,900 | 3,300 | 1,800 | |
Pension Liability Adjustment [Member] | ||||
Other comprehensive (loss) income, net of tax: | ||||
Net of Income tax effect | $ 0 | $ 0 | $ 500 | |
[1] | Net of an income tax effect of $1.9 million , $3.3 million , and $1.8 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. | |||
[2] | Net of an income tax effect of $ 0.0 million , $0.0 million , and $ 0.5 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
OPERATING ACTIVITIES | |||
Net income | $ (133,935) | $ (39,384) | $ 11,789 |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (109,167) | (6,037) | 938 |
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent | (24,768) | (33,347) | 10,851 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 22,045 | 26,183 | 12,413 |
Amortization | 47,591 | 49,129 | 14,621 |
Bad debt expense | 617 | (261) | 777 |
Provision Bankruptcy Settlement | 366 | 7,675 | 7,175 |
Compensation expense of share-based plans | 5,418 | 4,965 | 3,807 |
Debt extinguishment | 0 | 0 | 1,810 |
Change in fair value of contingent consideration | 0 | 0 | (12,200) |
Interest Expense, Debt, Excluding Amortization | 4,622 | 3,937 | 759 |
Deferred income taxes | (3,440) | (2,367) | (11,792) |
Loss (gain) on property, plant and equipment | (1,793) | 1,380 | 349 |
Loss on sale of businesses | 3,615 | 1,882 | 5,300 |
Changes in operating assets and liabilities, net of effects from business acquisitions: | |||
Trade accounts receivable | 24,339 | (12,229) | (17,232) |
Inventories | (9,557) | 6,620 | 15,647 |
Prepaid expenses and other assets | 7,360 | (26,770) | (6,664) |
Accounts payable, accrued expenses and other liabilities | (34,168) | 30,458 | (16,085) |
Net Cash Provided by (Used in) Continuing Operations | 42,247 | 57,255 | 9,536 |
Net Cash Provided by (Used in) Discontinued Operations | (26,334) | (3,261) | 101 |
Net cash provided by (used in) operating activities | 15,913 | 53,994 | 9,637 |
INVESTING ACTIVITIES | |||
Additions to property, plant and equipment | (13,855) | (20,114) | (12,814) |
Proceeds from the sale of property, plant and equipment | 6,172 | 156 | 785 |
Proceeds from divestitures | 162,591 | 2,753 | 0 |
Payments to acquire businesses, net of cash acquired | 0 | 3,727 | (488,517) |
Net Cash Provided by (Used in) Investing Activities, Continuing Operations | 155,769 | (13,478) | (500,546) |
Cash Provided by (Used in) Investing Activities, Discontinued Operations | (2,733) | (3,399) | (1,578) |
Net cash used in investing activities | 153,036 | (16,877) | (502,124) |
FINANCING ACTIVITIES | |||
Proceeds from long-term debt | 281,600 | 248,300 | 1,090,883 |
Payments of long-term debt | (434,797) | (260,146) | (523,183) |
Debt issuance costs | 0 | 0 | (30,366) |
Dividends paid | 0 | 0 | (2,506) |
Proceeds from the exercise of stock options | 253 | 690 | 740 |
Payments for Return of Cash to Seller | 0 | (62,917) | 0 |
Net Cash Provided by (Used in) Financing Activities, Continuing Operations | (152,944) | (74,073) | 535,568 |
Net cash (used in) provided by financing activities | (152,944) | (74,073) | 535,568 |
Effect of exchange rate changes on cash and cash equivalents | 197 | (5,812) | 8,996 |
INCREASE IN CASH AND CASH EQUIVALENTS | 16,202 | (42,768) | 52,077 |
Cash and cash equivalents at beginning of year | 69,525 | 112,293 | |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 85,727 | 69,525 | 112,293 |
Cash and cash equivalents at beginning of year | 68,517 | 110,356 | 58,279 |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 84,531 | 68,517 | 110,356 |
Supplemental Cash Flow Information: | |||
Income taxes | 16,711 | 633 | 9,984 |
Interest | 47,544 | 50,326 | 6,778 |
Colfax, Inc. Fluid Handing Business [Member] | |||
Noncash or Part Noncash Acquisition, Net Nonmonetary Assets Acquired (Liabilities Assumed) [Abstract] | |||
Share issuance for business acquisition | 0 | 0 | 143,767 |
Accrued purchase price | 0 | 0 | 4,824 |
Payable to seller related to cash balances | 0 | 0 | 65,314 |
Change in fair value for shares issued in acquisition | 0 | (3,783) | 0 |
Accrued purchase price settled | $ 0 | $ (2,299) | $ 0 |
Consolidated Statements Of Shar
Consolidated Statements Of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income | Treasury Stock [Member] |
BALANCE, Shares at Dec. 31, 2016 | 16,445,000 | |||||
Balance at beginning of period at Dec. 31, 2016 | $ 404,410 | $ 178 | $ 289,422 | $ 265,543 | $ (76,261) | $ (74,472) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 11,789 | 11,789 | ||||
Other comprehensive loss, net of tax | 39,531 | 39,531 | ||||
Common stock dividends paid | (2,507) | (2,507) | ||||
Stock options exercised, Shares | 18,000 | |||||
Stock options exercised | 707 | 707 | ||||
Conversion of restricted stock units, Shares | 39,000 | |||||
Conversion of restricted stock units | 297 | $ (1) | 296 | |||
Share-based compensation | 3,807 | 3,807 | ||||
Repurchase of common stock, Shares | (3,283,000) | |||||
Measurement period change in fair value of common stock to acquire a business | (143,767) | $ 33 | (143,734) | $ 0 | ||
BALANCE, Shares at Dec. 31, 2017 | 19,785,000 | |||||
Balance at end of period at Dec. 31, 2017 | 601,974 | $ 212 | 438,721 | 274,243 | (36,730) | (74,472) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 173 | 755 | (582) | |||
Net income | (39,384) | (39,384) | ||||
Other comprehensive loss, net of tax | (33,009) | 0 | (33,009) | |||
Stock options exercised, Shares | 18,000 | |||||
Stock options exercised | 690 | $ 0 | 690 | |||
Conversion of restricted stock units, Shares | 42,000 | |||||
Conversion of restricted stock units | (291) | $ 0 | 291 | |||
Share-based compensation | 4,971 | 4,971 | ||||
Repurchase of common stock, Shares | 0 | |||||
Measurement period change in fair value of common stock to acquire a business | $ (3,783) | $ 0 | (3,783) | 0 | ||
BALANCE, Shares at Dec. 31, 2018 | 19,845,205 | 19,845,000 | ||||
Balance at end of period at Dec. 31, 2018 | $ 528,993 | $ 212 | 440,890 | 232,102 | (69,739) | (74,472) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | (2,757) | (2,757) | ||||
Net income | (133,935) | (133,935) | 0 | |||
Other comprehensive loss, net of tax | (10,528) | (10,528) | ||||
Stock options exercised, Shares | 6,000 | |||||
Stock options exercised | 253 | $ 0 | 253 | |||
Conversion of restricted stock units, Shares | 61,000 | |||||
Conversion of restricted stock units | 64 | $ (1) | (65) | |||
Share-based compensation | $ 5,579 | 5,579 | ||||
BALANCE, Shares at Dec. 31, 2019 | 19,912,362 | 19,912,000 | ||||
Balance at end of period at Dec. 31, 2019 | $ 391,411 | $ 213 | $ 446,657 | 99,280 | $ (80,267) | $ (74,472) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 1,113 | $ 1,113 |
Description Of Business
Description Of Business | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description Of Business | Description of Business CIRCOR International, Inc. (“CIRCOR” or the “Company” or “we”) designs, manufactures and distributes a broad array of flow and motion control products and certain services to a variety of end-markets for use in a wide range of applications to optimize the efficiency and/or ensure the safety of flow control systems. We have a global presence and operate major manufacturing facilities in North America, Western Europe, Morocco, and India. As of December 31, 2019, we organized our business segment reporting structure into three segments: CIRCOR Energy ("Energy"), CIRCOR Aerospace and Defense ("Aerospace and Defense") and CIRCOR Industrial ("Industrial"). Refer to Note 19, Business Segment and Geographical Information, for further information about our segments. During 2018 and 2019, the Company entered into several significant transactions as described below. In November 2018, the Company sold its Rosscor B.V. and SES International B.V. subsidiaries (the “Delden Business”) for a nominal amount. The Delden Business was our Netherlands-based fluid handling skids and systems business, primarily for the oil and gas end market. We maintain a 19.9% interest in the Delden Business, as well as the intellectual property rights to our two-screw pump product line. The Company determined that the accounting for this transaction is not material to our consolidated financial statements. In January 2019, the Company sold its Reliability Services ("RS") business for approximately $85 million in cash, on a cash-free, debt-free basis, subject to working capital and other adjustments of approximately $(5) million. The RS business provided lubrication management, chemical flushing services, and oil misting equipment to the oil and gas industry. The RS business was acquired as part of the acquisition of the Colfax Fluid Handling (“FH”) business, which is described further in Note 5, Business Acquisitions. The disposal group did not meet the criteria to be classified as discontinued operations. However, it did meet the criteria for presentation as held for sale. Accordingly, the RS assets and liabilities were collapsed as held for sale within our consolidated balance sheet at December 31, 2018. In July 2019, the Company sold its Engineered Valves ("EV") business for a nominal amount, with an earnout of 50% of net income over seven years up to a maximum of $20.6 million ( €18 million ). The EV business is a long-cycle upstream oil and gas engineered value business. The disposal group met the criteria to be classified as discontinued operations, and is recorded as such within our consolidated financial statements. All prior period comparative financial information has been reclassified to conform with this presentation. In August 2019, the Company sold certain assets and liabilities related to our Spence and Nicholson product lines for $84.5 million, subject to adjustment for working capital and other specified items of approximately $(0.5) million. The Spence and Nicholson product lines include steam regulators, control valves, safety relief valves, temperature regulators, steam traps and other steam accessories and solutions. The disposal group did not meet the criteria to be classified as discontinued operations. In September 2019, the Company obtained approval from its Board of Directors to dispose of the Distributed Valves ("DV") business in a transaction or transfer to a third-party purchaser or purchasers. The DV business is a long-cycle upstream oil and gas engineered valve business. The disposal group met the criteria to be classified as held for sale and a discontinued operation, and is recorded as such within our consolidated financial statements. All prior period comparative financial information has been reclassified to conform with this presentation. As of December 31, 2019, the Company has not yet secured a buyer for the DV business but is actively marketing the business for sale. The Company anticipates completing the disposition within twelve months. In December 2019, the Company entered into a definitive agreement to dispose of a non-core business, Instrumentation and Sampling (“I&S”) business. The I&S business manufactures fittings, regulators sampling systems and valves. The disposal group did not meet the criteria to be classified as a discontinued operation. However, it did meet the criteria for presentation as held for sale. Accordingly the I&S assets and liabilities were collapsed as held for sale within the consolidated balance sheet at December 31, 2019. In January 2020, the Company completed the sale of the I&S business to Crane Co. for $172 million in cash, subject to a working capital adjustment. See Note 23, Subsequent Events. For more information on the discontinued operations and held for sale transactions, see Note 3, Discontinued Operations and Assets Held for Sale. Throughout this Annual Report on Form 10-K, unless otherwise indicated, amounts and activity are presented on a continuing operations basis. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of CIRCOR and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The results of companies acquired or divested are included in the consolidated financial statements from the date of acquisition or up to the date of disposal. Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation, including the results of discontinued operations and reportable segment information. These reclassifications have no effect on the previously reported net (loss) income. Assets and Liabilities Held for Sale The Company classifies assets and liabilities (disposal groups) to be sold as held for sale in the period in which all of the following criteria are met: management, having the authority to approve the action, commits to a plan to sell the disposal group; the disposal group is available for immediate sale in its present condition subject to terms customary for sales of such disposal groups; an active program to locate a buyer and other actions required to complete the plan to sell the disposal group have been initiated; the sale of the disposal group is probable, and transfer of the disposal group is expected to qualify for recognition as a completed sale within one year; the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures a disposal group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a disposal group until the date of sale. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the carrying value of the disposal group at the time it was initially classified as held for sale. Upon determining that a disposal group meets the criteria to be classified as held for sale, the Company reports the assets and liabilities of the disposal group, if material, in the line items assets held for sale and liabilities held for sale in the consolidated statements of financial position. Refer to Note 3, Discontinued Operations and Assets Held for Sale, for further information. Use of Estimates The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying disclosures. Some of the more significant estimates relate to acquisition accounting, estimated total costs for ongoing long-term contracts accounted for as performance obligations where transfer of control occurs over time, inventory valuation, share-based compensation, amortization and impairment of long-lived assets, fair value of disposal group, pension benefits obligations, income taxes, penalty accruals for late shipments, asset valuations, and product warranties. While management believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ materially from those estimates. Revenue Recognition The Company recognizes revenue to depict the transfer of control to the Company’s customers in an amount reflecting the consideration the Company expects to be entitled to in exchange for performance obligations. In order to apply this revenue recognition principle, the Company applies the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when, or as, a performance obligation is satisfied. See Note 4, Revenue Recognition for further information. Revenues disclosed for 2017 were accounted for in accordance with Accounting Standard Codification ("ASC") Topic 605. Under this standard, revenue was primarily recognized when title and risk of loss have passed to the customer, persuasive evidence of an arrangement exists, no significant post-delivery obligations remain, the price to the buyers is fixed or determinable and collection of the resulting receivable is reasonably assured. Revenues and costs on certain long-term capital contracts are recognized on the percentage-of-completion method measured on the basis of costs incurred to estimated total costs for each contract. This method is used because management considers it to be the best available measure of progress towards completion on these contracts. Revenues and costs on contracts are subject to changes in estimates throughout the duration of the contracts, and any required adjustments are made in the period in which a change in estimate becomes known. Estimated losses on contracts in progress are recognized in the period in which a loss becomes known. Unbilled receivables for net revenues recognized in excess of the amounts billed for active projects are recognized within other current assets on the balance sheet. The Company provides for the estimated costs to fulfill customer warranty obligations upon the recognition of the related revenue. Shipping and handling costs invoiced to customers are recorded as components of revenues and the associated costs are recorded as cost of revenues. We recognize revenue net of sales returns, rebates, penalties, and discounts. Accounts receivable allowances include sales returns and bad debt allowances. The Company monitors and tracks the amount of product returns and reduces revenue at the time of shipment for the estimated amount of such future returns, based on historical experience. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon its historical experience and any specific customer collection issues that it has identified. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. Goodwill Goodwill is measured as the excess of the cost of acquisition over the sum of the amounts assigned to identifiable tangible and intangible assets acquired less liabilities assumed. We perform an impairment assessment for goodwill at the reporting unit level on an annual basis as of the end of our October month end or more frequently if circumstances warrant. Our annual impairment assessment requires a comparison of the fair value of each of our reporting units to the respective carrying value. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying value of a reporting unit is greater than its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Additionally, we will consider the income tax effect from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss. Determining the fair value of a reporting unit is subjective and requires the use of significant estimates and assumptions. With the assistance of an independent third-party appraisal firm, we estimate the fair value of our reporting units using an income approach based on the present value of future cash flows. We believe this approach yields the most appropriate evidence of fair value. We also utilize the comparable company multiples method and market transaction fair value method to validate the fair value amount we obtain using the income approach. The key assumptions utilized in our discounted cash flow model include our estimates of the rate of revenue growth, including the rate of growth used in terminal year value, as well as the discount rate based on a weighted average cost of capital. Any unfavorable material changes to these key assumptions could potentially impact our fair value determinations. For additional information, see Note 10, Goodwill and Other Intangible Assets. Cost of Revenues Cost of revenues primarily reflects the costs of manufacturing and preparing products for sale and, to a much lesser extent, the costs of performing services. Cost of revenues is primarily comprised of the cost of materials, outside processing, inbound freight, production, direct labor and overhead including indirect labor, which are expenses that directly result from the level of production activity at a manufacturing site. Additional expenses that directly result from the level of production activity at a manufacturing site include purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, utility expenses, property taxes, amortization of inventory step-up from revaluation at the date of acquisition, depreciation of production building and equipment assets, warranty costs, salaries and benefits paid to plant manufacturing management and maintenance supplies. Inventories Inventories are stated at the lower of cost or net realizable value. Where appropriate, standard cost systems are utilized for purposes of determining cost; the standards are adjusted as necessary to ensure they approximate actual cost. Cost is generally determined on the first-in, first-out (“FIFO”) basis. We typically analyze our inventory aging and projected future usage on a quarterly basis to assess the adequacy of our inventory valuation reserve, which primarily consists of obsolescence and net realizable value estimates. These estimates are measured either on an item-by-item basis or higher-level inventory grouping and determined based on the difference between the cost of the inventory and estimated net realizable value. The provision for inventory valuation reserves is a component of our cost of revenues. Assumptions about future demand are among the primary factors utilized to estimate market value. At the point of the loss recognition, a new, lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Only subsequent inventory transactions via sale or disposal would then release the established inventory reserve. If there were to be a sudden and significant decrease in demand for our products, significant price reductions, or a higher incidence of inventory obsolescence for any reason, including a change in technology or customer requirements, we could be required to increase our inventory valuation reserves, which could adversely affect our gross profits. Business Acquisitions We account for business combinations under the acquisition method, and accordingly, the assets and liabilities of the acquired businesses are recorded at their estimated fair value on the acquisition date with the excess of the purchase price over their estimated fair value recorded as goodwill. We determine acquisition related asset and liability fair values through established valuation techniques for industrial manufacturing companies and utilize third party valuation firms to assist in the valuation of certain tangible and intangible assets. The definition of a business introduces a “screen test” that is a quantitative threshold for defining asset acquisitions. If substantially all of the acquisition is made up of one asset or several similar assets, then the acquisition is an asset acquisition. “Substantially all” is commonly considered to be approximately 90%. While it is not a bright line, if it meets or exceeds the threshold it’s an asset acquisition. Otherwise, the analysis must continue through the “full model.” This means that the structure of the transaction will be important in determining the accounting result. The consideration for our acquisitions may include future payments that are contingent upon the occurrence of a particular event. For acquisitions that qualify as business combinations, we record an obligation for such contingent payments at fair value on the acquisition date. We estimate the fair value of contingent consideration obligations through valuation models that incorporate probability adjusted assumptions related to the achievement of the milestones and thus the likelihood of making related payments or by using a Monte Carlo simulation model. We revalue these contingent consideration obligations each reporting period. Changes in the fair value of our contingent consideration obligations are recognized within general and administrative expenses in our consolidated statements of income. ASC Topic 805, Business Combinations, provides guidance regarding business combinations and requires acquisition-date fair value measurement of identifiable assets acquired, liabilities assumed, and non-controlling interests in the acquiree. For additional information, see Note 5, Business Acquisitions. Legal Contingencies We are currently involved in various legal claims and legal proceedings, some of which may involve substantial dollar amounts. Periodically, we review the status of each significant matter and assess our potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be estimated, we accrue a liability for the estimated loss. The determination of probability and the determination as to whether exposure can be reasonably estimated requires management estimates. Because of uncertainties related to these matters, accruals are based on the best information available at the time. As additional information becomes available, we reassess the potential liability related to our pending claims and litigation and may revise our estimates. Such revisions in the estimates of the potential liabilities could have a material adverse effect on our business, results of operations and financial position. For more information see Note 17, Contingencies, Commitments and Guarantees. Indefinite-Lived Intangible Assets Indefinite-lived intangible assets, such as trade names, are generally recorded and valued in connection with a business acquisition. For these assets, we perform a qualitative assessment on an annual basis to determine if it is more likely than not the asset is impaired ("Step 0" test). These assets are reviewed at least annually for impairment as of the October month end, or more frequently if facts and circumstances warrant. For any that fail the Step 0 test, we perform an impairment assessment at the asset level utilizing a fair value calculation. Determining the fair value is subjective and requires the use of significant estimates and assumptions. With the assistance of an independent third-party appraisal firm, we estimate the fair value using an income approach based on the present value of future cash flows. We note the fair value of each individual indefinite-lived asset exceeded the respective carrying amount, and no intangible impairments were recorded. For more information see Note 10, Goodwill and Other Intangible Assets. Other Long-Lived Assets In accordance with ASC Topic 360, Plant, Property, and Equipment, we perform impairment analyses of long-lived asset groups whenever events and circumstances indicate impairment. If indicators are present, we perform a recoverability test by comparing the sum of the undiscounted future cash flows specific to the asset group to its carrying value. If the recoverability test fails (sum of undiscounted cash flows are less than the asset group's carrying value), we then determine the fair value of the asset group and recognize an impairment loss if the carrying value exceeds the calculated fair value. For more information, see Note 9, Property, Plant and Equipment. Post-Retirement Benefits Pensions and other post-retirement benefit obligations and net periodic benefit costs are actuarially determined and are affected by several assumptions including the discount rate, mortality, and the expected long-term return on plan assets. Changes in assumptions and differences from actual results will affect the amounts of net periodic benefit cost recognized in future periods. These assumptions may also effect the amount and timing of future cash contributions. As required in the recognition and disclosure provisions of ASC Topic 715, Compensation - Retirement Benefits, the Company recognizes the over-funded or under-funded status of defined benefit post-retirement plans in its balance sheet, measured as the difference between the fair value of plan assets and the benefit obligations (the projected benefit obligation for pension plans and the accumulated post-retirement benefit obligation for other post-retirement plans). The change in the funded status is the net of the recognized net periodic benefit cost, cash contributions to the trust/benefits paid directly by the Company and recognized changes in other comprehensive income. Other comprehensive income changes are due to new actuarial gains and losses, new plan amendments and the amortizations of amounts in the net periodic benefit cost. Unrecognized actuarial gains and losses in excess of the 10% corridor (defined as the threshold above which gains or losses need to be amortized) are being recognized for all plans over the weighted average expected remaining service period of the employee group unless substantially all participants are inactive in which case the average remaining lifetime of covered participants is used. Unrecognized actuarial gains and losses arise from several factors including changes in the benefit obligations from actuarial experience and assumption changes and from the difference between expected returns and actual returns on plan assets. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if we anticipate that it is more likely than not that we may not realize some or all of a deferred tax asset. In accordance with the provisions of ASC Topic 740, Income Taxes, the Company initially recognizes the financial statement effect of a tax position when, based solely on its technical merits, it is more likely than not (a likelihood of greater than fifty percent) that the position will be sustained upon examination by the relevant taxing authority. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard, are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. De- recognition of a tax position that was previously recognized occurs when an entity subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained. If future results of operations exceed our current expectations, our existing tax valuation allowances may be adjusted, resulting in future tax benefits. Alternatively, if future results of operations are less than expected, future assessments may result in a determination that some or all of the deferred tax assets are not realizable. Consequently, we may need to establish additional tax valuation allowances for a portion or all of the gross deferred tax assets, which may have a material adverse effect on our results of operations. Under ASC Topic 740, only the portion of the liability that is expected to be paid within one year is classified as a current liability. As a result, liabilities expected to be resolved without the payment of cash (e.g., due to the expiration of the statute of limitations) or are not expected to be paid within one year are classified as non-current. It is the Company’s policy to record estimated interest and penalties as income tax expense, and tax credits as a reduction in income tax expense. With respect to global intangible low-taxed income ("GILTI"), the Company has adopted a policy to account for this provision as a period cost. Also, the Company has adopted the impact of Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU ") 2018-05 in our financial statements. For additional information, see Note 11, Income Taxes. Share-Based Compensation Share-based compensation costs are based on the grant date fair value estimated in accordance with the provisions of ASC Topic 718, Accounting for Share Based Payments, and these costs are recognized over the requisite vesting period. The Black-Scholes option pricing model is used to estimate the fair value of each stock option at the date of grant. Black-Scholes utilizes assumptions related to volatility, the risk-free interest rate, the dividend yield and employee exercise behavior. Expected volatilities utilized in the model are based on the historic volatility of the Company’s stock price. The risk-free interest rate is derived from the U.S. Treasury Yield curve in effect at the time of the grant. The model incorporates exercise and post-vesting forfeiture assumptions based on an analysis of historical data. Market condition stock option awards include both a service period and a market performance vesting condition. The stock options vest if certain stock price targets are met based on the stock price closing at or above the target for 60 consecutive trading days. Vested options may be exercised 25% at the time of vesting, 50% one year from the date of vesting and 100% two years from the date of vesting. These market condition stock option awards are being expensed utilizing a graded method and are subject to forfeiture in the event of employment termination (whether voluntary or involuntary) prior to vesting. To the extent that the market conditions above (stock price targets) are not met, those options will not vest and will forfeit 5 years from the grant date. The Company used a Monte Carlo simulation option pricing model to value these option awards. For additional information, see Note 14, Share-Based Compensation. Environmental Compliance and Remediation Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to existing conditions caused by past operations, which do not contribute to current or future revenue generation, are expensed. Expenditures that meet the criteria of "Regulated Operations" are capitalized. Liabilities are recorded when environmental assessments and/or remedial efforts are probable and the costs can be reasonably estimated. In accordance with ASC Topic 450, Contingencies, estimated costs are based upon current laws and regulations, existing technology and the most probable method of remediation. Foreign Currency and Foreign Currency Contracts Our international subsidiaries operate and report their financial results using local functional currencies. Accordingly, all assets, liabilities, revenues, and costs of these subsidiaries are translated into United States ("U.S.") dollars using exchange rates in effect at the end of the relevant periods. The resulting translation adjustments are presented as a separate component of other comprehensive income. We do not provide for U.S. income taxes on foreign currency translation adjustments since we do not provide for such taxes on undistributed earnings of foreign subsidiaries. The Company is exposed to certain risks relating to its ongoing business operations including foreign currency exchange rate risk and interest rate risk. The Company currently uses derivative instruments to manage foreign currency risk on certain business transactions denominated in foreign currencies. To the extent the underlying transactions hedged are completed, these forward contracts do not subject us to significant risk from exchange rate movements because they offset gains and losses on the related foreign currency denominated transactions. These forward contracts do not qualify as hedging instruments and, therefore, do not qualify for fair value or cash flow hedge treatment. Any gains and losses on our contracts are recognized as a component of other expense in our consolidated statements of income. The Company is subject to exchange rate adjustments resulting from foreign currency transactions. Our net foreign exchange losses / (gains) recorded for the years ended December 31, 2019 , 2018 and 2017 were $ (0.4) million , $(1.7) million , and $0.8 million , respectively and are included in other (income) expense in the consolidated statements of income. For additional information, see Note 13, Financing Arrangements. Earnings Per Common Share Basic earnings per common share is calculated by dividing net income by the number of weighted average common shares outstanding. Diluted earnings per common share is calculated by dividing net income by the weighted average common shares outstanding and assumes the conversion of all dilutive securities when the effects of such conversion would not be anti-dilutive. Earnings per common share and the weighted average number of shares used to compute net earnings per common share, basic and assuming full dilution, are reconciled below (in thousands, except per share data): Year Ended December 31, 2019 2018 2017 Net Income Shares Per Share Amount Net Income Shares Per Share Amount Net Income Shares Per Share Amount Basic EPS $ (133,935 ) 19,903 $ (6.73 ) $ (39,384 ) 19,834 $ (1.99 ) $ 11,789 16,674 $ 0.71 Dilutive securities, principally common stock options — — — — — — — 175 (0.01 ) Diluted EPS $ (133,935 ) 19,903 $ (6.73 ) $ (39,384 ) 19,834 $ (1.99 ) $ 11,789 16,849 $ 0.70 Certain stock options to purchase common shares and restricted stock units ("RSUs") were anti-dilutive. There were 431,165 anti-dilutive stock options, RSUs, and RSUs under our management stock purchase plan for the year ended December 31, 2019 with exercise prices ranging from $33.63 to $71.56 . There were 1,041,454 anti-dilutive stock options and RSUs for the year ended December 31, 2018 with exercise prices ranging from $26.06 to $71.56 . There were 252,001 anti-dilutive stock options and RSUs for the year ended December 31, 2017 with exercise prices ranging from $51.84 to $71.56 . As of December 31, 2019 , there were 11,135 outstanding RSUs that contain rights to nonforfeitable dividend equivalents and are considered participating securities that are included in our computation of basic and fully diluted earnings per share. Cash and Cash Equivalents Our cash equivalents are invested in time deposits of financial institutions. We have established guidelines relative to credit ratings, diversification and maturities that are intended to maintain safety and liquidity. Cash equivalents include highly liquid investments with maturity periods of three months or less when purchased. Restricted cash represents cash that is legally restricted as to withdrawal or usage. Restricted Cash Restricted cash represents cash that is legally restricted as to withdrawal or usage and includes amounts required to be maintained in relation to employment laws in certain jurisdictions. Other Assets Other assets in the accompanying consolidated balance sheets include deferred debt issuance costs associated with our revolving credit facility, tax receivable and other certain assets. Fair Value ASC Topic 820, Fair Value Measurement, defines fair value and includes a framework for measuring fair value and disclosing fair value measurements in financial statements. Fair value is a market-based measurement rather than an entity-specific measurement. The fair value hierarchy makes a distinction between assumptions developed based on market data obtained from independent sources (observable inputs) and the reporting entity’s own assumptions (unobservable inputs). This hierarchy prioritizes the inputs into three broad levels as follows: Level One : Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets. Level Two : Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level Three : Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Fair value information for those assets and liabilities, including their classification in the fair value hierarchy, is included in: Note 13, Financing Arrangements (for fair value of debt and interest- rate swaps) along with Derivative Financial Instruments (for cross-currency hedges), and Note 16, Retirement Plans (for assets held in trust). Certain pension plan asset investments are measured at fair value using the net asset value per share (or its equivalent) practical expedient (the “NAV”). The carrying amounts of cash and cash equivalents, trade receivables and trade payables approximate fair value because of the short maturity of these financial instruments. Cash equivalents are carried at cost which approximates fair value at the balance sheet date and is a Level 1 financial instrument. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Depreciation is generally provided on a straight-line basis over the estimated useful lives of the assets, which typically range from 3 to 40 years for buildings and improvements, 1 to 10 years for manufacturing machinery and equipment, and 3 to 7 years for computer equipment and software. Motor vehicles and furniture and fixtures are typically depreciated over 5 years. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Repairs and maintenance costs are expensed as incurred. The Company reports depreciation of property, plant and equipment in cost of revenue and selling, general and administrative expenses based on the nature of the underlying assets. Depreciation primarily related to equipment used in the production of inventory is recorded in cost of revenue. Depreciation related to selling and administrative functions is reported in selling, general and administrative expenses. See Note 9, Property, Plant and Equipment for additional information. Research and Development Research and development expenditures, including certain engineering costs, are expensed when incurred and are included in selling, general and administrative expenses. Our research and development expenditures for the years ended December 31, 2019 , 2018 and 2017 were $7.6 million , $8.5 million and $5.2 million , respectively. Sale of Receivables During the third quarter of 2019, the Company entered into a receivables purchasing agreement with a bank whereby the Company can sell selected account receivables and receive between 90% to 100% of the purchase price upfront, net of applicable discount fee, and the residual amount as the receivables are collected. During the year, the Company sold a total of $34.4 million in receivables under the program, receiving $32.2 million in cash. The outstanding purchase price component of $2.2 million was recorded in prepaid expenses and other current assets on the consolidated balance sheet at Decem |
Discontinued Operations (Notes)
Discontinued Operations (Notes) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Discontinued Operations and Assets Held for Sale Discontinued Operations During the third quarter of 2019, the Company instituted a strategic shift to exit the upstream oil and gas valves market to focus on more attractive end markets. In line with that shift, during the third quarter of 2019 the Company sold its EV business and classified its DV business as held for sale. These businesses were previously part of the Energy segment. In accordance with ASC Topic 205-20, Presentation of Financial Statements - Discontinued Operations, the Company determined that the EV and DV businesses represented a strategic shift that has or will have a major effect on the Company's operations and financial results. As a result, these businesses met the conditions for discontinued operations and are recorded as such in the consolidated financial statements. All prior period comparative financial information has been reclassified to conform to this presentation. We report financial results for discontinued operations separately from continuing operations in order to distinguish the financial impact of the disposal transactions from ongoing operations. Upon classifying the DV business as held for sale, the Company was required to measure the disposal group at the lower of its carrying value or fair value less expected costs to sell. The Company calculated fair value of the DV business using an income approach based on the present value of projected future cash flows. This approach incorporates several key assumptions which include the rate of revenue growth including the rate of growth used in the terminal year value, the projected operating margin, as well as the discount rate based on a weighted average cost of capital. Any unfavorable material changes to these key assumptions could potentially impact our fair value determinations. Through this process, the Company determined that the carrying value exceeded fair value and recognized a goodwill impairment of $6.9 million and an intangible asset impairment of $1.0 million . At December 31, 2019, the Company recognized a valuation allowance of $39.8 million to adjust the carrying value of the disposal group to its fair value less expected costs to sell. The following table presents the summarized components of (loss) income from discontinued operations, for the EV and DV businesses for the twelve months ended December 31, 2019, 2018 and 2017 (in thousands): Twelve Months Ended December 31, 2019 December 31, 2018 December 31, 2017 Net revenues $ 79,848 $ 162,355 $ 156,218 Cost of revenues 105,132 145,908 128,072 Gross (loss) profit (25,284 ) 16,447 28,146 Selling, general and administrative expenses 15,487 23,786 19,723 Special and restructuring charges, net (1) 85,603 4,930 4,162 Operating (loss) income (126,374 ) (12,269 ) 4,261 Other (income) expense: Interest (income), net (8 ) (62 ) (64 ) Other (income) expense, net (378 ) (9 ) 1,852 Total other (income) expense, net (386 ) (71 ) 1,788 (Loss) income from discontinued operations, pre tax (125,988 ) (12,198 ) 2,473 (Benefit from) provision for income tax (16,821 ) (6,161 ) 1,535 (Loss) income from discontinued operations, net of tax $ (109,167 ) $ (6,037 ) $ 938 (1) For the year ended December 31, 2019, includes a valuation allowance of $39.8 million for the DV business, loss on sale of the EV business of $37.9 million, and goodwill and intangible asset impairments related to the DV business of $7.9 million. Assets Held for Sale In addition to its businesses classified as discontinued operations, the Company has other disposal groups that meet the requirements of ASC 360-10 to be classified as held for sale in its consolidated balance sheets. In December 2019, the Company entered into a definitive agreement to dispose of its I&S business. The disposal group met the requirements to be classified as held for sale in the Company's consolidated balance sheet as of December 31, 2019. In accordance with ASC 360-10, prior period results have not been restated to reflect the I&S business as held for sale. In January 2019, the Company sold its RS business. This disposal group met the requirements for classification as held for sale in the Company's consolidated balance sheet as of December 31, 2018. The following table presents the balance sheet information for assets and liabilities held for sale as of December 31, 2019 and December 31, 2018 (in thousands): December 31, 2019 December 31, 2018 Discontinued Operations (1) Other Held for Sale (2) Total Discontinued Operations (1) Other Held for Sale (2) Total Trade accounts receivable, net $ 467 $ 9,935 $ 10,402 $ 16,371 $ 12,341 $ 28,712 Inventories 55,521 13,878 69,399 73,696 3,044 76,740 Prepaid expenses and other current assets 2,867 616 3,483 19,230 1,602 20,832 Property, plant, and equipment, net 6,742 6,409 13,151 12,127 12,542 24,669 Goodwill — 91,492 91,492 8,600 40,372 48,972 Intangibles — — — 1,021 17,209 18,230 Deferred tax asset 778 1,089 1,867 8,556 824 9,380 Other assets 4,793 6,363 11,156 70 7 77 Valuation adjustment on classification to assets held for sale (39,757 ) — (39,757 ) — — — Classified as current (3) 31,411 129,782 161,193 109,297 87,941 197,238 Classified as noncurrent — — — 30,374 — 30,374 Total assets held for sale $ 31,411 $ 129,782 $ 161,193 $ 139,671 $ 87,941 $ 227,612 Accounts payable $ 8,708 $ 5,997 $ 14,705 $ 29,166 $ 3,370 $ 32,536 Accrued and other current liabilities 5,834 2,192 8,026 17,991 5,576 23,567 Deferred income taxes 638 151 789 325 — 325 Other noncurrent liabilities 13,931 5,838 19,769 536 2,195 2,731 Classified as current (3) 29,111 14,178 43,289 47,157 11,141 58,298 Classified as noncurrent — — — 861 — 861 Total liabilities held for sale $ 29,111 $ 14,178 $ 43,289 $ 48,018 $ 11,141 $ 59,159 (1) Reflects the assets and liabilities of the DV disposal group at December 31, 2019, and the assets and liabilities of the DV and EV disposal groups at December 31, 2018. (2) Reflects the assets and liabilities of disposal groups that did not meet the criteria to be classified as discontinued operations. At December 31, 2019, the balances consist of assets and liabilities of the I&S disposal group. At December 31, 2018, the balances consist of assets and liabilities related to the RS disposal group, along with a $4.5 million building that was actively being marketed for sale. The building was sold during 2019. (3) The Company classified all assets and liabilities held for sale as current on the December 31, 2019 consolidated balance sheet because it is probable that these assets will be sold within one year. Similarly, the Company classified all assets and liabilities associated with RS disposal group and a building being marketed for sale as current on the December 31, 2018 consolidated balance sheet. For the assets and liabilities that were reclassified to discontinued operations as of December 31, 2018, the Company maintained the current and noncurrent classification from its historical consolidated balance sheet. On September 24, 2017, CIRCOR entered into a Purchase Agreement (the “Purchase Agreement”) with Colfax Corporation (“Colfax”). Pursuant to the Purchase Agreement, on December 11, 2017, the Company acquired the fluid handling business of Colfax ("FH") for consideration consisting of $542.0 million in cash, 3,283,424 unregistered shares of the Company's common stock, with a fair value of approximately $ 140.0 million at closing, and the assumption of net pension and post-retirement liabilities of FH. The Company financed the cash consideration through a combination of committed debt financing and cash on hand. During the second quarter of 2018, the shares were registered and sold with all proceeds going to Colfax. FH is a leader in the engineering, development‚ manufacturing‚ distribution‚ service and support of fluid handling systems. With a history dating back to 1860‚ FH is a leading supplier of screw pumps for high demand, severe service applications across a range of markets including general industry, commercial marine, defense, and oil & gas. FH leverages differentiated technology, and provides critical aftermarket customer support, to maintain leading positions in high demand niche markets. The operating results of FH have been split between each of our operating segments, Energy, Aerospace & Defense, and Industrial based upon the end markets of the sub-businesses within FH. The purchase price allocation is based upon a valuation of assets and liabilities that was prepared with assistance from a third party valuation specialist. The purchase accounting was finalized in the fourth quarter of 2018. During 2018, the Company paid Colfax approximately $2.6 million pursuant to a transition services agreement which facilitated the orderly separation of the FH business from Colfax. Colfax was a significant shareholder of the Company during the first six months of 2018. The following table summarizes the acquisition date fair value of the assets acquired and the liabilities assumed: (in thousands) Preliminary Fair Value of Assets Acquired Measurement Period Adjustment Finalized Fair Value of Assets Acquired Cash and cash equivalents (a) $ 63,403 $ — $ 63,403 Restricted cash (a) 1,911 — 1,911 Accounts receivable 77,970 (2,128 ) 75,842 Inventory 79,329 (402 ) 78,927 Prepaid expenses and other current assets 16,937 (1,348 ) 15,589 Property, plant and equipment 115,891 5,033 120,924 Identifiable intangible assets 388,000 (3,000 ) 385,000 Other assets 338 586 924 Accounts payable (46,045 ) 20 (46,025 ) Cash payable to seller (a) (65,314 ) — (65,314 ) Accrued and other expenses (63,115 ) (9,273 ) (72,388 ) Long-term post-retirement liabilities (143,067 ) 2,600 (140,467 ) Other long-term liabilities (11,215 ) — (11,215 ) Deferred tax liabilities (4,479 ) (10,366 ) (14,845 ) Total identifiable net assets 410,544 (18,278 ) 392,266 Goodwill 293,344 8,195 301,539 Total purchase price $ 703,888 $ (10,083 ) $ 693,805 Consideration Base purchase price $ 542,000 $ — $ 542,000 Net working capital and other purchase accounting adjustments 18,121 (6,300 ) 11,821 Common Stock 143,767 (3,783 ) 139,984 Total $ 703,888 $ (10,083 ) $ 693,805 (a) Cash acquired and returned to seller by the second quarter of 2018, net of FX impact of $2.3 million and cash withheld to pay Colfax obligations to foreign taxing authorities of $1.8 million. As illustrated in the table above, during the measurement period we identified certain uncollectible account receivable balances, unsubstantiated prepaid and other assets, certain existence or valuation adjustments to inventory amounts, revised valuation of property, plant, and equipment from our third party specialists, revised valuation of intangibles from our third party specialists, and accrual adjustments primarily relating to a loss contract for which we needed to establish a liability in purchase accounting. Additionally, we settled customary working capital adjustments ( $11.8 million ) with Colfax. The excess of purchase price paid over the fair value of FH's net assets was recorded to goodwill, which is primarily attributable to projected future profitable growth, market penetration, as well as an expanded customer base for the acquired businesses. As of December 31, 2019, approximately 65.5% of goodwill is projected to be deductible for income tax purposes. The FH acquisition resulted in the preliminary identification of the following identifiable intangible assets (in thousands): Original Estimate Measurement Period Adjustment Fair Value Weighted average amortization period (in years) Customer relationships $ 215,000 $ — $ 215,000 19 Acquired technologies 107,000 6,000 113,000 20 Trade names 44,000 (3,000 ) 41,000 Indefinite-life Backlog 22,000 (6,000 ) 16,000 4 Total intangible assets $ 388,000 $ (3,000 ) $ 385,000 During the measurement period, with the help of third party specialists, we adjusted the fair value of the acquired FH intangibles based upon better information regarding discount rates, royalty rates, and more detailed business unit forecasts that was determinable at the time of acquisition. The revised fair value of acquired FH intangibles have been recorded against our FH opening balance sheet during 2018. The fair value of the intangible assets was based on variations of the income approach, which estimates fair value based on the present value of cash flows that the assets are expected to generate. These approaches included the relief-from-royalty method and multi-period excess earnings method, depending on the intangible asset being valued. Customer relationships, backlog, and existing technology are amortized on a cash flow basis which reflects the economic benefit consumed. The trade name was assigned an indefinite life based on the Company’s intention to keep the trade names for an indefinite period of time. Refer to Note 10, Goodwill and Intangibles, net for future expected amortization to be recorded. The results of operations of FH have been included in our consolidated financial statements beginning on the acquisition date and reported within the Industrial segment, with the exception of the U.S. Defense business which is reported in the Aerospace & Defense segment and RS business which is reported in the Energy segment. As disclosed in Note 1, Description of Business, the RS business was sold in January 2019. The consolidated results for the year ended December 31, 2018 include $484.8 million of net revenue and $6.1 million operating loss. The results for the year ended December 31, 2017 include $36.5 million of net revenue and a $1.1 million operating loss. The following unaudited pro forma information presents the combined results of operations as if the acquisition had been completed on January 1, 2017, the beginning of the comparable prior annual reporting period. The unaudited pro forma results include: (i) amortization associated with preliminary estimates for the acquired intangible assets; (ii) interest expense on borrowings in connection with the acquisition; (iii) the associated tax impact on these unaudited pro forma adjustments; and the transaction costs presented in the earliest period (2017). The unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies or the effect of the incremental costs incurred in integrating the two companies. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations (in thousands): (Unaudited) Year ended December 31, 2017 Net Revenues $ 942,760 Net Income $ (6,475 ) |
Revenue Recognition (Notes)
Revenue Recognition (Notes) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | (4) Revenue Recognition Our revenue is derived from a variety of contracts. A significant portion of our revenues are from contracts associated with the design, development, manufacture or modification of highly engineered, complex and severe environment products with customers who are either in or service the energy, aerospace, defense and industrial markets. Our contracts within the defense markets are primarily with U.S. military customers. Our contracts with the U.S. military customers typically are subject to the Federal Acquisition Regulations. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Contracts may be modified to account for changes in contract specifications and requirements. Contract modifications exist when the modification either creates new, or changes the existing, enforceable rights and obligations. Contract modifications for goods or services that are not distinct from the existing contract are accounted for as if they were part of that existing contract. In these cases, the effect of the contract modification on the transaction price and the measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis, except when such modifications relate to a performance obligation which is a series of substantially the same distinct goods or services. If the modification relates to a performance obligation for a series of substantially the same distinct goods or services, the modifications are treated prospectively. Contract modifications for goods or services that are considered distinct from the existing contract are accounted for as separate contracts. Performance Obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, control is transferred to the customer. Consistent with historical practice, we exclude from the transaction price amounts collected on behalf of third parties (e.g. taxes). Our performance obligations are typically satisfied at a point in time upon delivery and shipping and handling costs are treated as fulfillment costs. To determine the proper revenue recognition method for contracts for highly engineered, complex and severe environment products with right of payment, which meet over-time revenue recognition criteria, we evaluate whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment and the decision to combine a group of contracts or separate the combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. In certain instances, we accounted for contracts using the portfolio approach when the effect of accounting for a group of contracts or group of performance obligations would not differ materially from considering each contract or performance obligation separately. This determination requires the use of estimates and assumptions that reflect the size and composition of the portfolio. For most of our over-time revenue recognition contracts, the customer contracts with us to provide custom products which serve a single project or capability (even if that single project results in the delivery of multiple products) with right of payment. In circumstances where each distinct product in the contract transfers to the customer over time and the same method would be used to measure the entity’s progress toward complete satisfaction of the performance obligation to transfer each unit to the customer, we would then apply the series guidance to account for the multiple products as a single performance obligation. Hence, the entire contract is accounted for as one performance obligation. An example of these performance obligations include refinery valves or actuation components and sub-systems. Less commonly, however, we may promise to provide distinct goods or services within the over-time revenue recognition contract, in which case we separate the contract into more than one performance obligation. For all contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. Generally, the contractually stated price is the primary method used to estimate standalone selling price as the good or service is sold separately in similar circumstances and to similar customers for a similar price and discounts are allocated proportionally to each performance obligation. The Company will not adjust the promised amount of consideration for the effects of a significant financing component as we expect, at contract inception, that the period between when the transfer of control to our customers and when the customer fully pays for the related performance obligations will be less than a year. The majority of our revenue recognized over-time is related to our Refinery Valves business within our Energy segment and certain other businesses that sell customized products to customers that serve the U.S. Department of Defense within our Aerospace & Defense segment and have contract provisions guaranteeing us costs and profit upon customer cancellation. Revenue is recognized over-time using an input measure (i.e., costs incurred to date relative to total estimated costs at completion, known as the “cost-to-cost” method) to measure progress. We generally use the cost-to-cost measure of progress for our contracts because it best depicts the transfer of control to the customer which occurs as we incur costs on our contracts. Under the cost-to-cost measure of progress, revenues are recorded proportionally as costs are incurred. Contract costs include labor, materials and subcontractors’ costs, other direct costs and an allocation of overhead, as appropriate. On December 31, 2019 , we had $ 407.8 million of revenue related to remaining performance obligations. We expect to recognize approximately 83% of our remaining performance obligations as revenue during 2020, 12% in 2021, and 5% thereafter. Contract Balances. The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the consolidated balance sheet. Contract assets include unbilled amounts typically resulting from over-time contracts when the cost-to-cost method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer, and right to payment is not just subject to the passage of time. Amounts may not exceed their net realizable value. Contract assets are generally classified as current. Generally, payment terms are based on shipment and billing occurs subsequent to revenue recognition, resulting in contract assets for over-time revenue recognition products. However, we sometimes receive advances or deposits from our customers, before revenue is recognized, resulting in contract liabilities. Contract liabilities are generally classified as current. These assets and liabilities are reported net on the consolidated balance sheet on a contract-by-contract basis at the end of each reporting period. Consistent with historical practice, we elected to expense the incremental costs of obtaining a contract when the amortization period for such contracts would have been one year or less. In order to determine revenue recognized in the period from contract liabilities, we first allocate revenue to the individual contract liabilities balances outstanding at the beginning of the period until the revenue exceeds that balance. If additional advances are received on those contracts in subsequent periods, we assume all revenue recognized in the reporting period first applies to the beginning contract liabilities as opposed to a portion applying to the new advances for the period. The opening and closing balances of the Company’s contract assets and contract liabilities balances as of December 31, 2018 and December 31, 2019 , respectively, are as follows (in thousands): December 31, 2019 December 31, 2018 Increase/(Decrease) Trade accounts receivables, net $ 125,422 $ 167,181 $ (41,759 ) Contract assets (1) (2) $ 52,781 $ 46,912 $ 5,869 Contract liabilities (3) (4) (5) $ 35,007 $ 41,951 $ (6,944 ) (1) Recorded within prepaid expenses and other current assets. (2) Contract assets balance as of December 31, 2018 includes $0.4 million associated with the I&S business, which is classified as held for sale as of December 31, 2019. (3) Recorded within accrued expenses and other current liabilities (4) Contract liabilities balance has been adjusted by $1.4 million associated with RS, which the Company divested during the first quarter of 2019. (5) Contract liabilities balance as of December 31, 2018 includes $1.0 million associated with the I&S business, which is classified as held for sale as of December 31, 2019. The difference in the opening and closing balances of the contract assets and contract liabilities primarily result from the timing difference between the Company’s performance and the customer’s payment. Trade account receivables, net decreased $ (41.8) million , or (-25%), to $ 125.4 million as of December 31, 2019, primarily driven by the timing of cash collections during the twelve months ended December 31, 2019. Contract assets increased $ 5.9 million , or (+13%), to $ 52.8 million , primarily related to unbilled revenue recognized during the twelve months ended December 31, 2019 within our Defense businesses (+9%), North American Pumps business (+3%), and Refinery Valves business (+3%), partially offset by declines within our North American Valves business (-5%). Contract liabilities decreased $ (6.9) million , or (-17%), to $ 35.0 million , primarily driven by declines within our Refinery Valves business (-27%), partially offset by the timing of revenue recognition in our U.S. Defense business (+8%) and Fluid Control business (+3%). Contract Estimates. Accounting for over-time contracts requires reliable estimates in order to estimate total contract revenue and costs. For these contracts, we have a Company-wide standard and disciplined quarterly Estimate at Completion ("EAC") process in which management reviews the progress and execution of our performance obligations. As part of this process, management reviews information including, but not limited to, any outstanding key contract matters, progress towards completion and the related program schedule, identified risks and opportunities and the related changes in estimates of revenues and costs. The risks and opportunities include management's judgment about the ability and cost to achieve the delivery schedule (e.g., the timing of shipments), technical requirements (e.g., a highly engineered product requiring sub-contractors) and other contract requirements. Management must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the availability of materials, the length of time to complete the performance obligation (e.g. to estimate increases in wages and prices for materials and related support cost allocations), execution by our subcontractors, the availability and timing of funding from our customer and overhead cost rates, among other variables. Based on all of these factors, we estimate the profit on a contract as the difference between the total estimated revenue and EAC costs and recognize the resultant profit over the life of the contract, using the cost-to-cost EAC input method to measure progress toward complete satisfaction of a performance obligation. The nature of our contracts gives rise to several types of variable consideration, including penalties. We include in our contract estimates a reduction to revenue for customer agreements, primarily in our large projects business, which contain late shipment penalty clauses whereby we are contractually obligated to pay consideration to our customers if we do not meet specified shipment dates. We generally estimate the variable consideration at the most likely amount to which the customer expects to be entitled. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The variable consideration for estimated penalties is based on several factors including historical customer settlement experience, contractual penalty percentages, and facts surrounding the late shipment. Accruals related to these potential late shipment penalties as of December 31, 2019 and 2018 were $1.8 million and $2.0 million , respectively. A change in one or more of these estimates could affect the profitability of our contracts. We review and update our contract-related estimates regularly. We recognize adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, we recognize the total loss in the quarter it is identified. The impact of adjustments in contract estimates on our operating earnings can be reflected in either operating expenses or revenue. There were no significant changes in estimates in the twelve months ended December 31, 2019 . Disaggregation of Revenue. The following tables presents our revenue disaggregated by major product line and geographical market (in thousands): Revenue by Major Product Line Twelve Months Ended December 31, 2019 December 31, 2018 Energy Segment Oil & Gas - Upstream, Midstream & Other $ 54,818 $ 67,738 Oil & Gas - Downstream 186,164 221,139 Total 240,982 288,877 Aerospace & Defense Segment Commercial Aerospace & Other 124,023 105,914 Defense 148,602 131,103 Total 272,625 237,017 Industrial Segment Valves 113,386 117,492 Pumps 337,320 370,084 Total 450,706 487,576 Net Revenue $ 964,313 $ 1,013,470 Revenue by Geographical Market Twelve Months Ended December 31, 2019 December 31, 2018 Energy Segment EMEA $ 83,685 $ 84,174 North America 118,061 158,649 Other 39,236 46,054 Total 240,982 288,877 Aerospace & Defense Segment EMEA 74,657 65,634 North America 172,676 148,968 Other 25,292 22,415 Total 272,625 237,017 Industrial Segment EMEA 209,302 238,177 North America 147,912 151,147 Other 93,492 98,252 Total 450,706 487,576 Net Revenue $ 964,313 $ 1,013,470 |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Business Acquisitions | Discontinued Operations and Assets Held for Sale Discontinued Operations During the third quarter of 2019, the Company instituted a strategic shift to exit the upstream oil and gas valves market to focus on more attractive end markets. In line with that shift, during the third quarter of 2019 the Company sold its EV business and classified its DV business as held for sale. These businesses were previously part of the Energy segment. In accordance with ASC Topic 205-20, Presentation of Financial Statements - Discontinued Operations, the Company determined that the EV and DV businesses represented a strategic shift that has or will have a major effect on the Company's operations and financial results. As a result, these businesses met the conditions for discontinued operations and are recorded as such in the consolidated financial statements. All prior period comparative financial information has been reclassified to conform to this presentation. We report financial results for discontinued operations separately from continuing operations in order to distinguish the financial impact of the disposal transactions from ongoing operations. Upon classifying the DV business as held for sale, the Company was required to measure the disposal group at the lower of its carrying value or fair value less expected costs to sell. The Company calculated fair value of the DV business using an income approach based on the present value of projected future cash flows. This approach incorporates several key assumptions which include the rate of revenue growth including the rate of growth used in the terminal year value, the projected operating margin, as well as the discount rate based on a weighted average cost of capital. Any unfavorable material changes to these key assumptions could potentially impact our fair value determinations. Through this process, the Company determined that the carrying value exceeded fair value and recognized a goodwill impairment of $6.9 million and an intangible asset impairment of $1.0 million . At December 31, 2019, the Company recognized a valuation allowance of $39.8 million to adjust the carrying value of the disposal group to its fair value less expected costs to sell. The following table presents the summarized components of (loss) income from discontinued operations, for the EV and DV businesses for the twelve months ended December 31, 2019, 2018 and 2017 (in thousands): Twelve Months Ended December 31, 2019 December 31, 2018 December 31, 2017 Net revenues $ 79,848 $ 162,355 $ 156,218 Cost of revenues 105,132 145,908 128,072 Gross (loss) profit (25,284 ) 16,447 28,146 Selling, general and administrative expenses 15,487 23,786 19,723 Special and restructuring charges, net (1) 85,603 4,930 4,162 Operating (loss) income (126,374 ) (12,269 ) 4,261 Other (income) expense: Interest (income), net (8 ) (62 ) (64 ) Other (income) expense, net (378 ) (9 ) 1,852 Total other (income) expense, net (386 ) (71 ) 1,788 (Loss) income from discontinued operations, pre tax (125,988 ) (12,198 ) 2,473 (Benefit from) provision for income tax (16,821 ) (6,161 ) 1,535 (Loss) income from discontinued operations, net of tax $ (109,167 ) $ (6,037 ) $ 938 (1) For the year ended December 31, 2019, includes a valuation allowance of $39.8 million for the DV business, loss on sale of the EV business of $37.9 million, and goodwill and intangible asset impairments related to the DV business of $7.9 million. Assets Held for Sale In addition to its businesses classified as discontinued operations, the Company has other disposal groups that meet the requirements of ASC 360-10 to be classified as held for sale in its consolidated balance sheets. In December 2019, the Company entered into a definitive agreement to dispose of its I&S business. The disposal group met the requirements to be classified as held for sale in the Company's consolidated balance sheet as of December 31, 2019. In accordance with ASC 360-10, prior period results have not been restated to reflect the I&S business as held for sale. In January 2019, the Company sold its RS business. This disposal group met the requirements for classification as held for sale in the Company's consolidated balance sheet as of December 31, 2018. The following table presents the balance sheet information for assets and liabilities held for sale as of December 31, 2019 and December 31, 2018 (in thousands): December 31, 2019 December 31, 2018 Discontinued Operations (1) Other Held for Sale (2) Total Discontinued Operations (1) Other Held for Sale (2) Total Trade accounts receivable, net $ 467 $ 9,935 $ 10,402 $ 16,371 $ 12,341 $ 28,712 Inventories 55,521 13,878 69,399 73,696 3,044 76,740 Prepaid expenses and other current assets 2,867 616 3,483 19,230 1,602 20,832 Property, plant, and equipment, net 6,742 6,409 13,151 12,127 12,542 24,669 Goodwill — 91,492 91,492 8,600 40,372 48,972 Intangibles — — — 1,021 17,209 18,230 Deferred tax asset 778 1,089 1,867 8,556 824 9,380 Other assets 4,793 6,363 11,156 70 7 77 Valuation adjustment on classification to assets held for sale (39,757 ) — (39,757 ) — — — Classified as current (3) 31,411 129,782 161,193 109,297 87,941 197,238 Classified as noncurrent — — — 30,374 — 30,374 Total assets held for sale $ 31,411 $ 129,782 $ 161,193 $ 139,671 $ 87,941 $ 227,612 Accounts payable $ 8,708 $ 5,997 $ 14,705 $ 29,166 $ 3,370 $ 32,536 Accrued and other current liabilities 5,834 2,192 8,026 17,991 5,576 23,567 Deferred income taxes 638 151 789 325 — 325 Other noncurrent liabilities 13,931 5,838 19,769 536 2,195 2,731 Classified as current (3) 29,111 14,178 43,289 47,157 11,141 58,298 Classified as noncurrent — — — 861 — 861 Total liabilities held for sale $ 29,111 $ 14,178 $ 43,289 $ 48,018 $ 11,141 $ 59,159 (1) Reflects the assets and liabilities of the DV disposal group at December 31, 2019, and the assets and liabilities of the DV and EV disposal groups at December 31, 2018. (2) Reflects the assets and liabilities of disposal groups that did not meet the criteria to be classified as discontinued operations. At December 31, 2019, the balances consist of assets and liabilities of the I&S disposal group. At December 31, 2018, the balances consist of assets and liabilities related to the RS disposal group, along with a $4.5 million building that was actively being marketed for sale. The building was sold during 2019. (3) The Company classified all assets and liabilities held for sale as current on the December 31, 2019 consolidated balance sheet because it is probable that these assets will be sold within one year. Similarly, the Company classified all assets and liabilities associated with RS disposal group and a building being marketed for sale as current on the December 31, 2018 consolidated balance sheet. For the assets and liabilities that were reclassified to discontinued operations as of December 31, 2018, the Company maintained the current and noncurrent classification from its historical consolidated balance sheet. On September 24, 2017, CIRCOR entered into a Purchase Agreement (the “Purchase Agreement”) with Colfax Corporation (“Colfax”). Pursuant to the Purchase Agreement, on December 11, 2017, the Company acquired the fluid handling business of Colfax ("FH") for consideration consisting of $542.0 million in cash, 3,283,424 unregistered shares of the Company's common stock, with a fair value of approximately $ 140.0 million at closing, and the assumption of net pension and post-retirement liabilities of FH. The Company financed the cash consideration through a combination of committed debt financing and cash on hand. During the second quarter of 2018, the shares were registered and sold with all proceeds going to Colfax. FH is a leader in the engineering, development‚ manufacturing‚ distribution‚ service and support of fluid handling systems. With a history dating back to 1860‚ FH is a leading supplier of screw pumps for high demand, severe service applications across a range of markets including general industry, commercial marine, defense, and oil & gas. FH leverages differentiated technology, and provides critical aftermarket customer support, to maintain leading positions in high demand niche markets. The operating results of FH have been split between each of our operating segments, Energy, Aerospace & Defense, and Industrial based upon the end markets of the sub-businesses within FH. The purchase price allocation is based upon a valuation of assets and liabilities that was prepared with assistance from a third party valuation specialist. The purchase accounting was finalized in the fourth quarter of 2018. During 2018, the Company paid Colfax approximately $2.6 million pursuant to a transition services agreement which facilitated the orderly separation of the FH business from Colfax. Colfax was a significant shareholder of the Company during the first six months of 2018. The following table summarizes the acquisition date fair value of the assets acquired and the liabilities assumed: (in thousands) Preliminary Fair Value of Assets Acquired Measurement Period Adjustment Finalized Fair Value of Assets Acquired Cash and cash equivalents (a) $ 63,403 $ — $ 63,403 Restricted cash (a) 1,911 — 1,911 Accounts receivable 77,970 (2,128 ) 75,842 Inventory 79,329 (402 ) 78,927 Prepaid expenses and other current assets 16,937 (1,348 ) 15,589 Property, plant and equipment 115,891 5,033 120,924 Identifiable intangible assets 388,000 (3,000 ) 385,000 Other assets 338 586 924 Accounts payable (46,045 ) 20 (46,025 ) Cash payable to seller (a) (65,314 ) — (65,314 ) Accrued and other expenses (63,115 ) (9,273 ) (72,388 ) Long-term post-retirement liabilities (143,067 ) 2,600 (140,467 ) Other long-term liabilities (11,215 ) — (11,215 ) Deferred tax liabilities (4,479 ) (10,366 ) (14,845 ) Total identifiable net assets 410,544 (18,278 ) 392,266 Goodwill 293,344 8,195 301,539 Total purchase price $ 703,888 $ (10,083 ) $ 693,805 Consideration Base purchase price $ 542,000 $ — $ 542,000 Net working capital and other purchase accounting adjustments 18,121 (6,300 ) 11,821 Common Stock 143,767 (3,783 ) 139,984 Total $ 703,888 $ (10,083 ) $ 693,805 (a) Cash acquired and returned to seller by the second quarter of 2018, net of FX impact of $2.3 million and cash withheld to pay Colfax obligations to foreign taxing authorities of $1.8 million. As illustrated in the table above, during the measurement period we identified certain uncollectible account receivable balances, unsubstantiated prepaid and other assets, certain existence or valuation adjustments to inventory amounts, revised valuation of property, plant, and equipment from our third party specialists, revised valuation of intangibles from our third party specialists, and accrual adjustments primarily relating to a loss contract for which we needed to establish a liability in purchase accounting. Additionally, we settled customary working capital adjustments ( $11.8 million ) with Colfax. The excess of purchase price paid over the fair value of FH's net assets was recorded to goodwill, which is primarily attributable to projected future profitable growth, market penetration, as well as an expanded customer base for the acquired businesses. As of December 31, 2019, approximately 65.5% of goodwill is projected to be deductible for income tax purposes. The FH acquisition resulted in the preliminary identification of the following identifiable intangible assets (in thousands): Original Estimate Measurement Period Adjustment Fair Value Weighted average amortization period (in years) Customer relationships $ 215,000 $ — $ 215,000 19 Acquired technologies 107,000 6,000 113,000 20 Trade names 44,000 (3,000 ) 41,000 Indefinite-life Backlog 22,000 (6,000 ) 16,000 4 Total intangible assets $ 388,000 $ (3,000 ) $ 385,000 During the measurement period, with the help of third party specialists, we adjusted the fair value of the acquired FH intangibles based upon better information regarding discount rates, royalty rates, and more detailed business unit forecasts that was determinable at the time of acquisition. The revised fair value of acquired FH intangibles have been recorded against our FH opening balance sheet during 2018. The fair value of the intangible assets was based on variations of the income approach, which estimates fair value based on the present value of cash flows that the assets are expected to generate. These approaches included the relief-from-royalty method and multi-period excess earnings method, depending on the intangible asset being valued. Customer relationships, backlog, and existing technology are amortized on a cash flow basis which reflects the economic benefit consumed. The trade name was assigned an indefinite life based on the Company’s intention to keep the trade names for an indefinite period of time. Refer to Note 10, Goodwill and Intangibles, net for future expected amortization to be recorded. The results of operations of FH have been included in our consolidated financial statements beginning on the acquisition date and reported within the Industrial segment, with the exception of the U.S. Defense business which is reported in the Aerospace & Defense segment and RS business which is reported in the Energy segment. As disclosed in Note 1, Description of Business, the RS business was sold in January 2019. The consolidated results for the year ended December 31, 2018 include $484.8 million of net revenue and $6.1 million operating loss. The results for the year ended December 31, 2017 include $36.5 million of net revenue and a $1.1 million operating loss. The following unaudited pro forma information presents the combined results of operations as if the acquisition had been completed on January 1, 2017, the beginning of the comparable prior annual reporting period. The unaudited pro forma results include: (i) amortization associated with preliminary estimates for the acquired intangible assets; (ii) interest expense on borrowings in connection with the acquisition; (iii) the associated tax impact on these unaudited pro forma adjustments; and the transaction costs presented in the earliest period (2017). The unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies or the effect of the incremental costs incurred in integrating the two companies. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations (in thousands): (Unaudited) Year ended December 31, 2017 Net Revenues $ 942,760 Net Income $ (6,475 ) |
Special Charges
Special Charges | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | ||
Special Charges, net | 2019 Restructuring Charges (Recoveries), net as of December 31, 2019 Energy Aerospace & Defense Industrial Total Facility related expenses - incurred to date $ (1,785 ) $ 35 $ 327 $ (1,423 ) Employee related expenses - incurred to date 604 560 5,445 6,609 Total restructuring related special charges - incurred to date $ (1,181 ) $ 595 $ 5,772 $ 5,186 2018 Actions Restructuring Charges, net as of December 31, 2018 Energy Aerospace & Defense Industrial Total Facility related expenses - incurred to date $ 1,964 $ — $ — $ 1,964 Employee related expenses - incurred to date 1,552 382 1,536 3,470 Total restructuring related special charges - incurred to date $ 3,516 $ 382 $ 1,536 $ 5,434 2017 Actions Restructuring Charges (Recoveries), net as of December 31, 2018 Energy Aerospace & Defense Total Facility related expenses - incurred to date $ — $ 366 $ 366 Employee related expenses - incurred to date 222 1,892 2,114 Total restructuring related special charges - incurred to date $ 222 $ 2,258 $ 2,480 The 2017 Actions were finalized during 2017. There are no remaining cash payments for these actions. 2016 Actions Restructuring Charges (Recoveries), net as of December 31, 2018 Energy Aerospace & Defense Total Facility related expenses - incurred to date $ (92 ) $ 94 $ 2 Employee related expenses - incurred to date 1,080 1,181 2,261 Total restructuring related special charges - incurred to date $ 988 $ 1,275 $ 2,263 The tables below (in thousands) outline the charges (or any recoveries) associated with restructuring actions recorded for the year ending December 31, 2019, 2018, and 2017. A description of the restructuring actions is provided in the section titled "Restructuring Programs Summary" below. Restructuring Charges (Recoveries), net as of and for the year ended December 31, 2019 Energy Aerospace & Defense Industrial Total Facility related expenses $ (1,785 ) $ 35 $ 327 $ (1,423 ) Employee related expenses 604 560 5,445 6,609 Total restructuring charges, net $ (1,181 ) $ 595 $ 5,772 $ 5,186 Accrued restructuring charges as of December 31, 2018 $ 874 Total year to date charges, net (shown above) 5,186 Charges paid / settled, net (861 ) Accrued restructuring charges as of December 31, 2019 $ 5,199 We expect to make payment or settle the majority of the restructuring charges accrued as of December 31, 2019 during the first half of 2020. Restructuring Charges (Recoveries), net as of and for the year ended December 31, 2018 Energy Aerospace & Defense Industrial Total Facility related expenses $ 854 $ 190 $ — $ 1,044 Employee related expenses 2,807 436 1,561 4,804 Total restructuring charges, net $ 3,661 $ 626 $ 1,561 $ 5,848 Accrued restructuring charges as of December 31, 2017 $ 882 Total year to date charges, net (shown above) 5,848 Charges paid / settled, net (5,856 ) Accrued restructuring charges as of December 31, 2018 $ 874 Restructuring Charges (Recoveries), net as of and for the year ended December 31, 2017 Energy Aerospace & Defense Corporate Total Facility related expenses $ 85 $ 443 $ — $ 528 Employee related expenses (31 ) 2,062 — 2,031 Total restructuring charges, net $ 54 $ 2,505 $ — $ 2,559 Accrued restructuring charges as of December 31, 2016 $ 1,309 Total year to date charges, net (shown above) 2,559 Charges paid / settled, net (2,986 ) Accrued restructuring charges as of December 31, 2017 $ 882 | Special and Restructuring Charges, net Special and Restructuring Charges, net Special and restructuring charges, net consist of restructuring costs (including costs to exit a product line or program) as well as certain special charges such as significant litigation settlements and other transactions (charges or recoveries) that are described below. All items described below are recorded in Special and restructuring charges, net on our consolidated statements of (loss) income. Certain other special and restructuring charges such as inventory related items may be recorded in cost of revenues given the nature of the item. The table below (in thousands) summarizes the amounts recorded within the special and restructuring charges, net line item on the consolidated statements of (loss) income for the periods ending December 31, 2019, 2018, and 2017: Special and Restructuring Charges, net for the year ended December 31, 2019 2018 2017 Special charges, net $ 17,686 $ 13,061 $ 7,330 Restructuring charges, net 5,186 5,848 2,559 Total special and restructuring charges, net $ 22,872 $ 18,909 $ 9,889 Special Charges, net The table below (in thousands) outlines the special charges (recoveries), net recorded for the year ending December 31, 2019: Special Charges (Recoveries), net for the year ended December 31, 2019 Energy Aerospace & Defense Industrial Corporate Total Divestiture- related $ (5,868 ) $ — $ 9,938 $ 1,881 $ 5,951 Professional fees to review and respond to an unsolicited tender offer to acquire the Company — — — 7,345 7,345 Other cost savings initiatives 2,520 — 78 1,792 4,390 Total special charges, net $ (3,348 ) $ — $ 10,016 $ 11,018 $ 17,686 Divestiture-related: The Company incurred net special charges of $ 6.0 million for the twelve months ended December 31, 2019, primarily attributed to a gain on the sale of the RS business (in the Energy segment) and losses in the Industrial segment associated with the sale of our Spence and Nicholson product lines. Corporate costs include certain costs associated with these and other divestiture activity. Professional fees: The Company incurred special charges of $7.3 million for the twelve months ended December 31. 2019, associated with the review and response to an unsolicited tender offer to acquire the Company. The table below (in thousands) outlines the special charges, net recorded for the year ending December 31, 2018: Special Charges, net for the year ended December 31, 2018 Energy Aerospace & Defense Industrial Corporate Total Brazil closure $ 921 $ — $ — $ — $ 921 Acquisition and divestiture related charges — — 1,888 8,278 10,166 Other cost saving initiatives 986 — — 988 1,974 Total special charges, net $ 1,907 $ — $ 1,888 $ 9,266 $ 13,061 Brazil Closure: On November 3, 2015, our Board of Directors approved the closure and exit of our Brazil manufacturing operations due to the economic realities in Brazil and the ongoing challenges with our only significant end customer, Petrobras. CIRCOR Brazil reported substantial operating losses every year since it was acquired in 2011 while the underlying market conditions and outlook deteriorated. In connection with the closure, we recorded $ 0.9 million of charges within the Energy segment during the twelve months ended December 31, 2018, respectively, which relates to losses incurred subsequent to our closure of manufacturing operations during the first quarter of 2016. Acquisition and divestiture related charges: In November 2018, we sold our Rosscor (see Note 1) business for a nominal amount and recorded a $ 1.9 million loss on the transaction. Rosscor was part of the Industrial business. Corporate costs relate to (i) our December 2017 acquisition of FH from Colfax, comprised of internal costs and external professional fees to separate the FH business from Colfax and integrate the FH business into CIRCOR and (ii) $2.2 million of transaction costs related to the January 2019 sale of the RS business (see Note 1). The table below (in thousands) outlines the special charges (recoveries), net recorded for the year ending December 31, 2017: Special Charges (Recoveries), net for the year ended December 31, 2017 Energy Aerospace & Defense Corporate Total Acquisition and divestitures related charges $ 54 $ 3,760 $ 13,096 $ 16,910 Brazil closure 879 — — 879 Contingent consideration revaluation (12,200 ) — — (12,200 ) California Legal Settlement — 2,400 — 2,400 Other cost saving initiatives (329 ) — (330 ) (659 ) Total special charges, net $ (11,596 ) $ 6,160 $ 12,766 $ 7,330 Acquisition and divestiture related charges: • On December 11, 2017, we acquired FH. In connection with our acquisition, we recorded $ 13.1 million of acquisition related professional fees and debt extinguishment fees during the twelve months ended December 31, 2017. • On July 7, 2017, we divested our French non-core aerospace build-to-print business within our Advanced Flow Solutions segment as part of our simplification strategy. We measured the disposal group at its fair value less costs to sell, which was lower than its carrying value, and recorded a $3.8 million charge during the second quarter of 2017. Also, in connection with this disposition we recorded a $1.5 million of severance included as a restructuring charge. Brazil Closure: In connection with the closure of our Brazil manufacturing operations, we recorded $ 0.9 million of charges within the Energy segment during the year ended December 31, 2017, which relates to losses incurred subsequent to our closure of manufacturing operations during the first quarter of 2016. Contingent Consideration Revaluation: On October 12, 2016, we acquired Critical Flow Solutions ("CFS"). The fair value of the earn-out decreased $12.2 million related to the CFS acquisition during the twelve months ended December 31, 2017. The change in fair value during the year ended December 31, 2017 was recorded as a recovery within the special and restructuring charges (recoveries) line on our consolidated statement of (loss) income. The actual achievement of the earn-out was zero and the earn-out period expired on September 30, 2017. California Legal Settlement: We recorded a special charge of $2.4 million during the fourth quarter of 2017 related to settlement of a wage and hour claim in our California Aerospace business. The claim was settled on February 21, 2018. Refer to Note 17, Contingencies, Commitments and Guarantees for additional disclosure. Restructuring Charges, net The tables below (in thousands) outline the charges (or any recoveries) associated with restructuring actions recorded for the year ending December 31, 2019, 2018, and 2017. A description of the restructuring actions is provided in the section titled "Restructuring Programs Summary" below. Restructuring Charges (Recoveries), net as of and for the year ended December 31, 2019 Energy Aerospace & Defense Industrial Total Facility related expenses $ (1,785 ) $ 35 $ 327 $ (1,423 ) Employee related expenses 604 560 5,445 6,609 Total restructuring charges, net $ (1,181 ) $ 595 $ 5,772 $ 5,186 Accrued restructuring charges as of December 31, 2018 $ 874 Total year to date charges, net (shown above) 5,186 Charges paid / settled, net (861 ) Accrued restructuring charges as of December 31, 2019 $ 5,199 We expect to make payment or settle the majority of the restructuring charges accrued as of December 31, 2019 during the first half of 2020. Restructuring Charges (Recoveries), net as of and for the year ended December 31, 2018 Energy Aerospace & Defense Industrial Total Facility related expenses $ 854 $ 190 $ — $ 1,044 Employee related expenses 2,807 436 1,561 4,804 Total restructuring charges, net $ 3,661 $ 626 $ 1,561 $ 5,848 Accrued restructuring charges as of December 31, 2017 $ 882 Total year to date charges, net (shown above) 5,848 Charges paid / settled, net (5,856 ) Accrued restructuring charges as of December 31, 2018 $ 874 Restructuring Charges (Recoveries), net as of and for the year ended December 31, 2017 Energy Aerospace & Defense Corporate Total Facility related expenses $ 85 $ 443 $ — $ 528 Employee related expenses (31 ) 2,062 — 2,031 Total restructuring charges, net $ 54 $ 2,505 $ — $ 2,559 Accrued restructuring charges as of December 31, 2016 $ 1,309 Total year to date charges, net (shown above) 2,559 Charges paid / settled, net (2,986 ) Accrued restructuring charges as of December 31, 2017 $ 882 Restructuring Programs Summary As specific restructuring programs are announced, the amounts associated with that particular action may be recorded in periods other than when announced to comply with the applicable accounting rules. For example, total cost associated with 2017 Actions (as discussed below) were recorded in 2017 and 2018. The amounts shown below reflect the total cost for that restructuring program. During 2019, 2018, 2017, and 2016 we initiated certain restructuring activities, under which we continued to simplify our business ("2019 Actions", "2018 Actions", "2017 Actions", "2016 Actions", respectively). Under these restructurings, we reduced expenses, primarily through reductions in force and closing a number of smaller facilities. Charges associated with the 2019 Actions and the 2018 Actions were recorded during their respective years. Charges associated with the 2017 Actions and 2016 Actions were finalized in 2017. 2019 Restructuring Charges (Recoveries), net as of December 31, 2019 Energy Aerospace & Defense Industrial Total Facility related expenses - incurred to date $ (1,785 ) $ 35 $ 327 $ (1,423 ) Employee related expenses - incurred to date 604 560 5,445 6,609 Total restructuring related special charges - incurred to date $ (1,181 ) $ 595 $ 5,772 $ 5,186 2018 Actions Restructuring Charges, net as of December 31, 2018 Energy Aerospace & Defense Industrial Total Facility related expenses - incurred to date $ 1,964 $ — $ — $ 1,964 Employee related expenses - incurred to date 1,552 382 1,536 3,470 Total restructuring related special charges - incurred to date $ 3,516 $ 382 $ 1,536 $ 5,434 2017 Actions Restructuring Charges (Recoveries), net as of December 31, 2018 Energy Aerospace & Defense Total Facility related expenses - incurred to date $ — $ 366 $ 366 Employee related expenses - incurred to date 222 1,892 2,114 Total restructuring related special charges - incurred to date $ 222 $ 2,258 $ 2,480 The 2017 Actions were finalized during 2017. There are no remaining cash payments for these actions. 2016 Actions Restructuring Charges (Recoveries), net as of December 31, 2018 Energy Aerospace & Defense Total Facility related expenses - incurred to date $ (92 ) $ 94 $ 2 Employee related expenses - incurred to date 1,080 1,181 2,261 Total restructuring related special charges - incurred to date $ 988 $ 1,275 $ 2,263 |
Leases (Notes)
Leases (Notes) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases of Lessee Disclosure [Text Block] | Leases We lease certain office spaces, warehouses, vehicles and equipment. Leases with an initial term of 12-months or less have not been capitalized on the balance sheet. We recognize lease expense associated with these short-term leases on a straight-line basis over the lease term. For lease agreements entered into after the adoption of ASC Topic 842, we combine lease and non-lease fixed components for real estate, vehicles and equipment leases. We do not combine lease and non-lease components for information technology leases. Variable lease costs are not included within the measurement of the lease liability as they are entirely variable or the difference between the portion captured within the lease liability and the actual cost will be expensed as incurred. Variable costs are contractually obligated and relate primarily to common area maintenance and taxes, which are not material to the financial statements. We elected the package of practical expedients permitted under the transition guidance, which allowed us to carry forward the historical lease classification, not reassess if existing contracts are or contain leases, and not reassess indirect costs for existing leases. We have elected not to recast the comparable periods and rather used the effective adoption date of the standard as the date of initial application. Leases which contain a renewal option to extend an existing lease term, or a termination option to end a lease early are exercisable at our sole discretion. We evaluate such leases to determine if we are reasonably certain to exercise the option. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any material residual value guarantees. In determining the present value of lease payments, we use the implicit borrowing rate in the lease, if available. In cases where a lease does not provide an implicit borrowing rate, we use the incremental borrowing rate based on available information at the commencement date. As of December 31, 2019, none of our existing leases provided an implicit borrowing rate. We give consideration to our debt issuances as well as publicly available data for instruments with similar characteristics when calculating our incremental borrowing rates. Additionally, we perform an entity-level financial assessment along with risk assessment by country or jurisdiction in the determination of our incremental borrowing rate. We update our financial and risk assessments periodically. We reassess lease classification and / or remeasure the lease liability in the event of the following: changes in assessment of renewal, termination or purchase option based on triggering events within our control, change in amounts probable of being owed under a residual guarantee, or contingency resolution. The consolidated balance sheet impact at December 31, 2019 is as follows (in thousands): Assets Operating Finance Gross ROU Assets (1) $ 21,116 $ 3,527 Less: Accumulated Amortization (3,492 ) (338 ) Net ROU Assets $ 17,624 $ 3,189 Liabilities Operating Finance Current (2) $ 3,042 $ 504 Non-current (3) 14,317 2,744 Total Lease Liabilities $ 17,359 $ 3,248 (1) Operating and finance ROU assets are included within other assets on the balance sheet. (2) The current portion of operating and finance lease liabilities are recorded within accrued expenses and other current liabilities on the balance sheet. (3) The non-current portion of operating and finance lease liabilities are recorded within other non-current liabilities on the balance sheet. The components of lease costs are as follows (in thousands): Twelve Months Ended Lease Costs December 31, 2019 Operating lease cost (1) $ 5,071 Finance lease cost Amortization of leased assets (2) 251 Interest on lease liabilities (3) 40 Total finance lease costs 291 Total lease cost $ 5,362 (1) Operating lease costs are recorded within selling, general and administrative expenses or cost of revenue within the consolidated statements of (loss) income depending upon the nature of the underlying lease. (2) Finance lease amortization costs are recorded in selling, general and administrative expenses within the consolidated statements of (loss) income. (3) Finance lease interest costs are recorded in interest expense, net within the consolidated statements of (loss) income. Short-term lease expense and variable lease cost for the twelve months ended December 31, 2019 were not significant. The estimated future minimum lease payments only include obligations for which we are reasonably certain to exercise our renewal option. Such future payments are as follows (in thousands): Maturity of Lease Liabilities Operating Finance Total 2020 $ 3,994 $ 526 $ 4,520 2021 3,338 526 3,864 2022 2,994 515 3,509 2023 2,272 515 2,787 2024 1,761 499 2,260 After 2024 6,834 942 7,776 Less: Interest (3,834 ) (275 ) (4,109 ) Present value of lease liabilities $ 17,359 $ 3,248 $ 20,607 The weighted average remaining lease term and discount rates are as follows: Lease Term and Discount Rate December 31, 2019 Weighted average remaining lease term (years) Operating leases 6.7 Finance leases 6.8 Weighted average discount rate (percentage) Operating leases 4.6 % Finance leases 2.0 % Supplemental cash flow information related to leases are as follows (in thousands): Twelve Months Ended Other Information December 31, 2019 Operating Activities Noncash lease expense on operating ROU assets $ (17,625 ) Amortization expense on finance ROU assets 251 Change in total operating lease liabilities 17,359 Principal paid on operating lease liabilities (4,301 ) Total Operating Activities $ (4,316 ) Financing Activities Principal paid on finance lease liabilities $ (281 ) Supplemental Interest Paid on finance lease liabilities $ 40 As of December 31, 2019 |
Lessee, Finance Leases [Text Block] | Leases We lease certain office spaces, warehouses, vehicles and equipment. Leases with an initial term of 12-months or less have not been capitalized on the balance sheet. We recognize lease expense associated with these short-term leases on a straight-line basis over the lease term. For lease agreements entered into after the adoption of ASC Topic 842, we combine lease and non-lease fixed components for real estate, vehicles and equipment leases. We do not combine lease and non-lease components for information technology leases. Variable lease costs are not included within the measurement of the lease liability as they are entirely variable or the difference between the portion captured within the lease liability and the actual cost will be expensed as incurred. Variable costs are contractually obligated and relate primarily to common area maintenance and taxes, which are not material to the financial statements. We elected the package of practical expedients permitted under the transition guidance, which allowed us to carry forward the historical lease classification, not reassess if existing contracts are or contain leases, and not reassess indirect costs for existing leases. We have elected not to recast the comparable periods and rather used the effective adoption date of the standard as the date of initial application. Leases which contain a renewal option to extend an existing lease term, or a termination option to end a lease early are exercisable at our sole discretion. We evaluate such leases to determine if we are reasonably certain to exercise the option. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any material residual value guarantees. In determining the present value of lease payments, we use the implicit borrowing rate in the lease, if available. In cases where a lease does not provide an implicit borrowing rate, we use the incremental borrowing rate based on available information at the commencement date. As of December 31, 2019, none of our existing leases provided an implicit borrowing rate. We give consideration to our debt issuances as well as publicly available data for instruments with similar characteristics when calculating our incremental borrowing rates. Additionally, we perform an entity-level financial assessment along with risk assessment by country or jurisdiction in the determination of our incremental borrowing rate. We update our financial and risk assessments periodically. We reassess lease classification and / or remeasure the lease liability in the event of the following: changes in assessment of renewal, termination or purchase option based on triggering events within our control, change in amounts probable of being owed under a residual guarantee, or contingency resolution. The consolidated balance sheet impact at December 31, 2019 is as follows (in thousands): Assets Operating Finance Gross ROU Assets (1) $ 21,116 $ 3,527 Less: Accumulated Amortization (3,492 ) (338 ) Net ROU Assets $ 17,624 $ 3,189 Liabilities Operating Finance Current (2) $ 3,042 $ 504 Non-current (3) 14,317 2,744 Total Lease Liabilities $ 17,359 $ 3,248 (1) Operating and finance ROU assets are included within other assets on the balance sheet. (2) The current portion of operating and finance lease liabilities are recorded within accrued expenses and other current liabilities on the balance sheet. (3) The non-current portion of operating and finance lease liabilities are recorded within other non-current liabilities on the balance sheet. The components of lease costs are as follows (in thousands): Twelve Months Ended Lease Costs December 31, 2019 Operating lease cost (1) $ 5,071 Finance lease cost Amortization of leased assets (2) 251 Interest on lease liabilities (3) 40 Total finance lease costs 291 Total lease cost $ 5,362 (1) Operating lease costs are recorded within selling, general and administrative expenses or cost of revenue within the consolidated statements of (loss) income depending upon the nature of the underlying lease. (2) Finance lease amortization costs are recorded in selling, general and administrative expenses within the consolidated statements of (loss) income. (3) Finance lease interest costs are recorded in interest expense, net within the consolidated statements of (loss) income. Short-term lease expense and variable lease cost for the twelve months ended December 31, 2019 were not significant. The estimated future minimum lease payments only include obligations for which we are reasonably certain to exercise our renewal option. Such future payments are as follows (in thousands): Maturity of Lease Liabilities Operating Finance Total 2020 $ 3,994 $ 526 $ 4,520 2021 3,338 526 3,864 2022 2,994 515 3,509 2023 2,272 515 2,787 2024 1,761 499 2,260 After 2024 6,834 942 7,776 Less: Interest (3,834 ) (275 ) (4,109 ) Present value of lease liabilities $ 17,359 $ 3,248 $ 20,607 The weighted average remaining lease term and discount rates are as follows: Lease Term and Discount Rate December 31, 2019 Weighted average remaining lease term (years) Operating leases 6.7 Finance leases 6.8 Weighted average discount rate (percentage) Operating leases 4.6 % Finance leases 2.0 % Supplemental cash flow information related to leases are as follows (in thousands): Twelve Months Ended Other Information December 31, 2019 Operating Activities Noncash lease expense on operating ROU assets $ (17,625 ) Amortization expense on finance ROU assets 251 Change in total operating lease liabilities 17,359 Principal paid on operating lease liabilities (4,301 ) Total Operating Activities $ (4,316 ) Financing Activities Principal paid on finance lease liabilities $ (281 ) Supplemental Interest Paid on finance lease liabilities $ 40 As of December 31, 2019 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventory, Net [Abstract] | |
Inventories | Inventories Inventories consisted of the following (in thousands): December 31, 2019 2018 Raw materials $ 65,315 $ 66,391 Work in process 53,891 58,911 Finished goods 18,103 18,380 Inventories $ 137,309 $ 143,682 We regularly review inventory quantities on hand and record a provision to write-down excess and obsolete inventory to its estimated net realizable value, if less than cost, based primarily on our estimated forecast of product demand. Once our inventory value is written-down a new cost basis has been established. For 2019, 2018 and 2017, our charges for acquisition inventory step-up amortization, excess and obsolete inventory and net realizable value reserves totaled $ 0.4 million , $ 7.7 million and $ 7.2 million , respectively. |
Property, Plant And Equipment
Property, Plant And Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consisted of the following (in thousands): December 31, 2019 2018 Land $ 31,136 $ 32,189 Buildings and improvements 82,149 82,728 Manufacturing machinery and equipment 126,942 146,022 Computer equipment and software 35,536 34,180 Furniture and fixtures 11,980 22,928 Vehicles 584 223 Construction in progress 12,597 17,647 Property, plant and equipment, at cost 300,924 335,917 Less: Accumulated depreciation (128,745 ) (146,245 ) Property, plant and equipment, at cost, net $ 172,179 $ 189,672 Depreciation expense for the years ended December 31, 2019 , 2018 , and 2017 was $ 22.0 million , $ 26.2 million , and $ 12.4 million |
Goodwill And Other Intangible A
Goodwill And Other Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The following table shows goodwill by segment as of December 31, 2019 and 2018 (in thousands): Energy Aerospace & Defense Industrial Consolidated Total Goodwill as of December 31, 2018 $ 96,272 $ 57,418 $ 296,915 $ 450,605 Business divestiture — — (85,474 ) (85,474 ) Reclassification of Instrumentation & Sampling to assets held for sale (91,492 ) — — (91,492 ) Currency translation adjustments (4,780 ) (33 ) 3,067 (1,746 ) Goodwill as of December 31, 2019 $ — $ 57,385 $ 214,508 $ 271,893 Energy Aerospace & Defense Industrial Consolidated Total Goodwill as of December 31, 2017 $ 145,458 $ 62,548 $ 289,156 $ 497,162 Held for sale (40,372 ) — — (40,372 ) Measurement Period adjustments related to acquisitions (4,742 ) (5,046 ) 17,984 8,196 Business divestiture — — (3,394 ) (3,394 ) Currency translation adjustments (4,072 ) (84 ) (6,831 ) (10,987 ) Goodwill as of December 31, 2018 $ 96,272 $ 57,418 $ 296,915 $ 450,605 During the twelve months ended December 31, 2019, the Company recorded goodwill impairments of $8.6 million related to the discontinued businesses. These amounts are excluded from the tables above which represents goodwill activity for continuing operations. No goodwill impairments were recorded related to continuing operations during the twelve months ended December 31, 2019 or 2018. Historical accumulated goodwill impairments were immaterial. The tables below present gross intangible assets and the related accumulated amortization (in thousands): December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Value Patents $ 5,368 $ (5,368 ) $ — Customer relationships 300,284 (83,411 ) 216,873 Order backlog 22,789 (20,517 ) 2,272 Acquired technology 134,731 (43,890 ) 90,841 Other 341 (341 ) — Total Amortized Assets $ 463,513 $ (153,527 ) $ 309,986 Non-amortized intangibles (primarily trademarks and trade names) $ 75,556 $ — $ 75,556 Net Carrying Value of Intangible assets $ 385,542 December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Carrying Value Patents $ 5,399 $ (5,399 ) $ — Customer relationships 305,866 (56,133 ) 249,733 Order backlog 23,354 (18,746 ) 4,608 Acquired technology 133,247 (23,883 ) 109,364 Other 4,599 (4,195 ) 404 Total Amortized Assets $ 472,465 $ (108,356 ) $ 364,109 Non-amortized intangibles (primarily trademarks and trade names) $ 76,172 $ — $ 76,172 Net Carrying Value of Intangible assets $ 440,281 The table below presents estimated future amortization expense for intangible assets recorded as of December 31, 2019 (in thousands): 2020 2021 2022 2023 2024 After 2025 Estimated amortization expense $ 43,251 $ 41,314 $ 36,310 $ 31,839 $ 27,982 $ 129,290 The annual impairment testing of our non-amortized intangible assets was completed as of October 27, 2019 and consisted of a comparison of the fair value of the intangible assets with carrying amounts. No impairments of our non-amortized intangible assets were recorded for the year ended December 31, 2019 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The significant components of our deferred income tax liabilities and assets were as follows (in thousands): December 31, 2019 2018 Deferred income tax (liabilities): Accrued expenses $ (971 ) $ — Bad Debt (260 ) — Fixed Assets (14,044 ) (6,343 ) Intangible Assets (54,032 ) (73,558 ) Inventory (1,121 ) — Other (697 ) 151 Pension (210 ) — Total deferred income tax liabilities (71,335 ) (79,750 ) Deferred income tax assets: Accrued expenses 5,202 15,153 Bad Debt 2,247 (2,069 ) Equity Compensation 3,373 4,760 Intangible Assets 4 — Inventory 7,439 4,696 Other 11,510 307 Net operating loss and credit carry-forward 23,124 26,298 Pension 32,901 29,400 Interest 9,836 5,067 Total deferred income tax assets 95,636 83,612 Valuation allowance (14,303 ) (17,562 ) Deferred income tax asset, net of valuation allowance 81,333 66,050 Deferred income tax (liability)/asset, net $ 9,998 $ (13,700 ) The (benefit from) provision for income taxes is based on the following pre-tax income (in thousands): Year Ended December 31, 2019 2018 2017 Domestic $ (45,209 ) $ (71,059 ) $ (4,406 ) Foreign 35,117 47,163 8,046 (Loss) income before income taxes $ (10,092 ) $ (23,896 ) $ 3,640 The provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2019 2018 2017 Current provision: Federal - U.S. $ — $ — $ (447 ) Foreign 17,522 11,583 4,586 State -U.S. 594 235 442 Total current $ 18,116 $ 11,818 $ 4,581 Deferred provision (benefit): Federal - U.S. $ 8,414 $ 621 $ (6,764 ) Foreign (11,768 ) (1,323 ) (4,640 ) State -U.S. (86 ) (1,665 ) (388 ) Total (benefit) deferred (3,440 ) (2,367 ) (11,792 ) Total (benefit) provision for income taxes $ 14,676 $ 9,451 $ (7,211 ) Actual income taxes reported from operations were different from those that would have been computed by applying the federal statutory tax rate to income before income taxes. The expense for income taxes differed from the U.S. statutory rate due to the following: Year Ended December 31, 2019 2018 2017 Expected federal income tax rate 21.0 % 21.0 % 35.0 % State income taxes, net of federal tax benefit 15.5 3.8 (5.7 ) US permanent differences (1.6 ) (1.0 ) 22.7 Foreign tax rate differential and credits (26.0 ) (7.6 ) (66.4 ) Unbenefited foreign losses (0.5 ) (5.5 ) — Tax reserve (0.3 ) 1.3 (27.0 ) Rate Change 5.9 — (13.9 ) GILTI (3.9 ) (20.7 ) — Intercompany financing 30.4 12.7 (17.8 ) Foreign tax credit writeoff — (45.6 ) — Foreign-derived intangible income ("FDII") 10.7 0.1 — Prior period adjustment 44.1 4.3 (0.6 ) Dispositions (227.0 ) — 4.7 Other, net (16.0 ) (0.8 ) 3.9 Equity compensation (10.8 ) (4.2 ) (2.7 ) Release of contingent consideration — — (113.9 ) Research and development 13.1 2.7 (14.0 ) Effective tax rate (145.4 )% (39.5 )% (195.7 )% As of December 31, 2019 and 2018 , the Company maintained a total valuation allowance of $14.3 million and $17.6 million , respectively, which relates to foreign, federal, and state deferred tax assets as of December 31, 2019 and foreign, federal and state deferred tax assets as December 31, 2018. The valuation allowance is based on estimates of taxable income in each of the jurisdictions in which we operate and the period over which our deferred tax assets will be recoverable. The movement in the valuation allowance is primarily due to reclassification of balances to assets held for sale. The following table provides a summary of the changes in the deferred tax valuation allowance for the years ended December 31, 2019 , 2018 , and 2017 (in thousands): December 31, 2019 2018 2017 Deferred tax valuation allowance at January 1 $ 17,562 $ 22,067 $ 3,028 Additions — 10,960 712 Acquired 150 (15,431 ) 18,494 Deductions (2,838 ) (34 ) (167 ) Reclass to assets available for sale (571 ) — — Deferred tax valuation allowance at December 31 $ 14,303 $ 17,562 $ 22,067 The Company files income tax returns in the U.S. federal, state and local jurisdictions and in foreign jurisdictions. The Company is no longer subject to examination by the Internal Revenue Service ("IRS") for years prior to 2016 and is no longer subject to examination by the tax authorities in foreign and state jurisdictions prior to 2006 , with the exception of net operating loss carryforwards. The Company is currently under examination for income tax filings in various foreign jurisdictions. As of December 31, 2019 , the Company had foreign tax credits of $11.3 million , foreign net operating losses of $9.4 million , state net operating losses of $68.8 million and state tax credits of $2.0 million . As of December 31, 2018 , the Company had foreign tax credits of $16.8 million , foreign net operating losses of $37.3 million , federal net operating losses of $3.0 million , state net operating losses of $70.0 million and state tax credits of $2.4 million . The foreign tax credits, if not utilized, will expire in 2026 . A portion of the foreign net operating losses ( $4.5 million) expire at various dates through 2026; the remainder have an unlimited carryforward period. The federal net operating losses have an unlimited carryforward period. The state net operating losses and state tax credits, if not utilized, will expire at various dates through 2036. On December 22, 2017, the U.S. government enacted the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act includes significant changes to the U.S. corporate income tax system including: a federal corporate rate reduction from 35% to 21%; limitations on the deductibility of interest expense and executive compensation; creation of the base erosion anti-abuse tax (“BEAT”), a new minimum tax; GILTI; and the transition of U.S. international taxation from a worldwide tax system to a modified territorial tax system. The change to a modified territorial tax system resulted in a one-time U.S. tax liability on those earnings which have not previously been repatriated to the U.S. (the “Transition Tax”), with future distributions not subject to U.S. federal income tax when repatriated. A majority of the provisions in the Tax Act were effective January 1, 2018 and have been reflected in our financial statements. With respect to GILTI, the Company has adopted a policy to account for this provision as a period cost. In response to the Tax Act, the SEC staff issued guidance on accounting for the tax effects of the Tax Act (ASU 2018-05). The guidance provided a one-year measurement period for companies to complete the accounting. The Company has adopted the impact of ASU 2018-05 in our financial statements. In connection with the impact of the Tax Act, we recorded a $0.5 million net tax benefit for the period ended December 31, 2017. This benefit consists of zero net expense for the Transition Tax liability, and $0.5 million benefit from the remeasurement of our deferred tax assets/liabilities due to the corporate rate reduction. The Company did not owe the one-time Transition Tax liability, based on foreign tax pools that are in excess of U.S. tax rates. The impact of the Tax Act resulted in a valuation allowance on a portion of our U.S. foreign tax credit carryforwards (deferred tax asset), in the amount of $10.9 million expense which was recorded in 2018. As of December 31, 2019 , the liability for uncertain income tax positions was approximately $0.6 million . Approximately $0.6 million as of December 31, 2019 represents the amount that if recognized would affect the Company’s effective income tax rate in future periods. The Company does not expect the unrecognized tax benefits to change over the next 12 months. The table below does not include interest and penalties of $0.0 million and $0.4 million as of December 31, 2019 and 2018 , respectively. The following is a reconciliation of the Company’s liability for uncertain income tax positions for the years ended December 31, 2019 , 2018 and 2017 (in thousands): December 31, 2019 2018 2017 Balance beginning January 1 $ 593 $ 3,014 $ 3,000 Additions/(reductions) for tax positions of prior years — (460 ) (7 ) Additions/(reductions) based on tax positions related to current year 37 (340 ) (65 ) Acquired uncertain tax position balance — (512 ) 1,221 Settlements — (1,103 ) (338 ) Lapse of statute of limitations — (6 ) (978 ) Currency movement — — 181 Balance ending December 31 $ 630 $ 593 $ 3,014 Undistributed earnings of our foreign subsidiaries amounted to $196.4 million and $259.9 million at December 31, 2019 and December 31, 2018 , respectively. The undistributed earnings of our foreign subsidiaries are considered to be indefinitely reinvested and accordingly, no provision for U.S. federal and state income taxes has been recorded. Determination of the amount of unrecognized deferred tax liability on these undistributed earnings is not practicable because of the complexity of laws and regulations, the varying tax treatment of alternative repatriation scenarios, and the variation due to multiple potential assumptions relating to the timing of any future repatriation. |
Accrued Expenses And Other Curr
Accrued Expenses And Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Accrued Expenses And Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2019 2018 Customer deposits and obligations $ 24,006 $ 25,251 Commissions payable and sales incentive 2,472 3,517 Penalty accruals 1,847 1,957 Warranty reserve 1,642 2,980 Professional fees 2,318 2,775 Taxes other than income tax 3,551 2,913 Other Contract Liabilities 9,153 14,646 Income tax payable 5,521 3,529 Other 43,659 34,928 Total accrued expenses and other current liabilities $ 94,169 $ 92,496 |
Financing Arrangements
Financing Arrangements | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Financing Arrangements | Financing Arrangements Long-term debt consisted of the following (in thousands): December 31, 2019 2018 Term Loan at interest rates ranging from 5.24%-6.0% in 2019 and 4.93%-5.92% in 2018 $ 653,850 $ 777,150 Line of Credit at interest rates ranging from 5.65%-8.00% in 2019 and 4.93%-8.00% in 2018 — 29,900 Total Principal Debt Outstanding 653,850 807,050 Less: Term Loan Debt Issuance Costs 17,553 21,013 Less: Current Portion — 7,850 Total Long-Term Debt, net $ 636,297 $ 778,187 2020 2021 2022 2023 2024 Thereafter Minimum principal payments $ — $ — $ — $ — $ 653,850 $ — On December 11, 2017 , we entered into a secured credit agreement (the "Credit Agreement"), which provides for a $150.0 million revolving line of credit with a five year maturity and a $785.0 million term loan with a seven year maturity which was funded in full at closing of the FH acquisition. The Credit Agreement replaced and terminated the Company’s prior credit agreement, dated as of May 11, 2017 (the "Prior Credit Agreement"). The Prior Credit Agreement, under which we had borrowings of $273.5 million outstanding, was terminated on December 11, 2017 and replaced by the Credit Agreement. The term loan requires quarterly principal payments of 0.25% of initial aggregate principal amount beginning March 29, 2018 with the balance due at maturity. During 2019, the Company paid down its term loan by $123.3 million primarily with divestiture-related proceeds thereby satisfying all future amortization obligations (previously $2.0 million per quarter) until 2024 under the Credit Agreement. Additional loans of up to $150.0 million (plus the amount of certain voluntary prepayments) and an unlimited amount subject to compliance with a first lien net leverage ratio of 6.50 to 1.00 may be made available under the Credit Agreement upon request of the Company subject to specified terms and conditions. The Company may repay any borrowings under the Credit Agreement at any time, subject to certain limited and customary restrictions stated in the Credit Agreement; provided, however, that if the Company prepays all or any portion of the term loan in connection with a repricing transaction on or prior to the 6-month anniversary of the origination date, the Company must pay a prepayment premium of 1.0% of the aggregate principal amount of the term loan so prepaid. The Company incurred $23.9 million of debt issuance costs associated with the term loan which have been recorded as a debt discount within long-term debt, and $5.2 million of fees associated with the revolver which have been recorded in other assets. As of December 31, 2019 , we had borrowings of $653.9 million outstanding under the Credit Agreement and $34.3 million in letters of credit issued under the Credit Agreement. The Company recorded non-cash interest expense of $3.9 million , $3.9 million , and $0.8 million for December 31, 2019, 2018, and 2017, respectively, related to the amortization of its deferred financing costs described above. The Credit Agreement revolving line of credit facility matures on December 11, 2022 whereas the term loan facility matures on December 11, 2024. The Company's outstanding debt balances are characterized as Level 2 financial instruments. As of December 31, 2019 , the fair value of our gross term loan debt (before netting debt issuance costs) was $655.8 million , or $1.9 million above our carrying cost of $653.9 million . The outstanding principal amounts bear interest at a fluctuating rate (generally the 30 day LIBOR rate) per annum plus an applicable margin of 3.50% with respect to LIBOR loans and 2.50% with respect to base rate loans. The Company entered into a hedging agreement to mitigate the inherent rate risk associated with the variable rate debt, which is accounted for as cash flow hedge. Any gain or loss is recorded within accumulated other comprehensive income. Effective April 12, 2018, the Company entered into an interest rate swap pursuant to an International Swaps and Derivatives Association ("ISDA") Master Agreement with Citizens Bank, National Association ("interest rate swap"). The four-year interest rate swap has a fixed notional value of $400.0 million with a 1% LIBOR floor and a maturity date of April 12, 2022. The fixed rate of interest paid by the Company is comprised of our current credit spread of 350 basis points plus 2.6475% for a total interest rate of 6.1475% . The ISDA Master Agreement, together with its related schedules, contain customary representations, warranties and covenants. This hedging agreement was entered into to mitigate the interest rate risk inherent in the Company’s variable rate debt and is not for speculative trading purposes. The Company has designated the interest rate swap as a qualifying hedging instrument and is treating it as a cash flow hedge for accounting purposes pursuant to ASC Topic 815, Derivatives and Hedging . Effective July 12, 2019, the Company entered into a cross-currency swap agreement to hedge its net investment in non-U.S. subsidiaries against future volatility in exchange rates between the U.S. dollar and the Euro. The cross-currency swap agreement is pursuant to an ISDA Master Agreement with Deutsche Bank AG. The three-year cross-currency swap has a fixed notional value of $100.0 million at an annual rate of 2.4065% and a maturity date of July 12, 2022. At inception, the cross-currency swap was designated as a net investment hedge. The swap was entered into to hedge a portion of CIRCOR International Inc.'s net investment in certain of its Euro functional currency-denominated subsidiaries against the variability of exchange rate translation impacts between the US dollar and the Euro. The net investment hedge was deemed effective as of year end. The aggregate net fair value of the interest rate swap and cross currency swap as of December 31, 2019 are summarized in the table below: Significant Other Observable Inputs Level 2 Derivative asset $ 476 Derivative liabilities $ (9,168 ) These balances are recorded in other long-term liabilities of $(5.1) million, accrued expenses and other current liabilities of $(4.0) million, and other current assets of $0.5 million on our consolidated balance sheet as of December 31, 2019 . The amount of gain (loss) recognized in other comprehensive (loss) income ("OCI") and reclassified from accumulated other comprehensive (loss) income ("AOCI") to income are summarized below: Twelve Months Ended December 31, 2019 December 31, 2018 Amount of gain (loss) recognized in OCI $ (8,580 ) $ (2,000 ) Amount of gain (loss) reclassified from AOCI into income $ (1,583 ) $ (1,600 ) The realized loss was reclassified from OCI to interest expense as interest expense was accrued on the swap during the twelve months ended December 31, 2019 and December 31, 2018. At December 31, 2019, amounts expected to be reclassified from AOCI into interest expense in the next 12 months is a loss of $4.0 million. The Company recorded a long term deferred tax asset of $2.1 million and $0.5 million on our balance sheet as of December 31, 2019 and December 31, 2018, respectively. Interest expense related to the portion of the Company's term loan subject to the interest-rate swap agreement was $24.9 million for the twelve months ended December 31, 2019 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Share-Based Compensation | Share-Based Compensation We have three share-based compensation plans as of December 31, 2019 : (1) the 2019 Stock Option and Incentive Plan (the "2019 Plan"), (2) the 2014 Stock Option and Incentive Plan (the "2014 Plan"), and (3) the Amended and Restated 1999 Stock Option and Incentive Plan (the "1999 Plan"). The 2019 Plan was adopted by our Board of Directors (subject to shareholder approval) on February 20, 2019 and approved by our shareholders at the Company's annual meeting on May 9, 2019. As of May 9, 2019, no new awards will be granted under either the 2014 Plan or the 1999 Plan. As a result, any shares subject to outstanding awards under the 2014 Plan and the 1999 Plan that expire, are canceled or otherwise terminate, or are withheld to satisfy tax withholding obligations will not be available for award grant purposes under the 2019 Plan. All plans permit the grant of the following types of awards to our officers, other employees and non-employee directors: incentive stock options, nonqualified stock options, deferred stock awards, restricted stock awards, restricted stock unit ("RSU") awards, unrestricted stock awards, performance share awards, cash based awards, stock appreciation rights ("SARs") and dividend equivalent rights. The 2019 Plan provides for the issuance of up to 1,000,000 shares of common stock (subject to adjustment for stock splits and similar events). Under the 2019 Plan, shares issued for all awards count against the aggregate share limit as 1.0 share for every share actually issued. All stock options and RSUs granted under the 1999 Plan are either 100% vested or have been terminated. RSUs granted under the 2014 Plan and the 2019 Plan generally vest within three years. RSUs will be settled in shares of our common stock. As of December 31, 2019 , there were 952,825 shares available for grant under the 2019 Plan. As of December 31, 2019 , there were 712,500 stock options (including the CEO stock option award noted below) and 381,561 RSUs outstanding. As of December 31, 2019 , there were 11,135 RSUs outstanding that contain rights to nonforfeitable dividend equivalents and are considered participating securities that are included in our computation of basic and fully diluted earnings per share. There is no difference in the earnings per share amounts between the two class method and the treasury stock method, which is why we continue to use the treasury stock method. We measure the cost of all share-based payments, including stock options, at fair value on the grant date and recognize this cost in the Consolidated Statement of Operations, net of actual forfeitures. Compensation expense related to our share-based plans for the years ended December 31, 2019, 2018 and 2017 was $5.4 million , $5.0 million and $3.8 million respectively. Expenses related to non-share based compensation are generally recorded as selling, general and administrative expense. As of December 31, 2019, there was $8.1 million of total unrecognized compensation cost related to our outstanding share-based compensation arrangements. That cost is expected to be recognized over a weighted average period of 1.8 years. This compares to $7.6 million for 2018, and $6.8 million for 2017, respectively. Stock Options During the year ended December 31, 2019 , we granted stock option awards for the purchase of 153,726 shares of our common stock, compared with 127,704 in 2018 and 14 2,428 i n 2017 . On April 9, 2013, we granted a stock option to purchase 200,000 shares of common stock to our President and Chief Executive Officer at an exercise price of $41.17 per share. This award included a service period and a market performance vesting condition. In 2014, certain of these targets were achieved and 150,000 shares vested and remain exercisable. The remaining 50,000 shares were canceled in 2018 due to lack of performance achievement. On March 5, 2014, we granted a stock option to purchase 100,000 shares of common stock to our President and Chief Executive Officer at an exercise price of $70.42 per share. This option award includes a service period and a market performance vesting conditions which were not met and all 100,000 shares were canceled in the year ended December 31, 2018. The Company uses the Black Scholes pricing model to value the option awards. The average fair value of stock options granted during the years ended December 31, 2019, 2018, and 2017 of $11.84 , $14.68 , and $19.36 , respectively, was estimated using the following weighted-average assumptions: Year Ended December 31, 2019 2018 2017 Risk-free interest rate 2.6 % 2.5 % 1.7 % Expected life (years) 4.3 4.3 4.4 Expected stock volatility 38.1 % 37.2 % 35.1 % Expected dividend yield — % — % 0.2 % Restricted Stock Units We account for RSU awards by expensing the weighted average fair value to selling, general and administrative expenses ratably over vesting periods generally ranging up to three years. During the years ended December 31, 2019 and December 31, 2018 , we granted 205,291 and 167,480 RSUs, respectively, with approximate fair values of $ 32.92 and $ 42.87 per RSU award, respectively. During 2019 and 2018 , the Company granted performance-based RSUs as part of the overall mix of RSU awards. In 2019, these performance-based RSUs included metrics for achieving adjusted operating margin and adjusted free cash flow with target payouts of 0% to 200%. In 2018 and prior years, these performance-based RSUs included metrics for achieving return on invested capital and adjusted operating margin with the same target payout ranges. Of the 205,291 RSUs granted during 2019 , 67,362 are performance-based RSU awards. This compares to 48,080 performance-based RSU awards granted in 2018 . The CIRCOR Management Stock Purchase Plan ("MSPP"), which is a component of all three of our share-based compensation plans, provides that eligible employees may elect to receive RSUs in lieu of all or a portion of their pre-tax annual incentive bonus and, in some cases, make after-tax contributions in exchange for RSUs (“RSU MSPs”). Each RSU MSP represents a right to receive one share of our common stock after a three-year vesting period. RSU MSPs are granted at a discount of 33% from the fair market value of the shares of common stock on the date of grant. This discount is amortized as compensation expense, to selling, general and administrative expenses, over a four -year period. RSU MSPs totaling 56,379 and 34,937 with per unit discount amounts representing fair values of $ 11.10 an d $ 14.06 , respectively, were granted under the MSPP during the years ended December 31, 2019 and December 31, 2018 , respectively. A summary of the status of all stock options and RSU awards granted to employees and non-employee directors as of December 31, 2019 and changes during the year are presented in the table below: December 31, 2019 Stock Options RSU Awards RSU MSPs Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Options and awards outstanding at beginning of period 742,658 $ 50.26 226,683 $ 45.66 72,113 $ 32.25 Granted 153,726 $ 33.63 205,291 $ 32.92 56,379 $ 22.53 Exercised (6,516 ) $ 38.89 (59,450 ) $ 44.06 (16,866 ) $ 28.81 Forfeited (108,013 ) $ 68.79 (97,565 ) $ 39.99 (5,024 ) $ 26.34 Expired (69,355 ) $ 52.35 — — — Options and awards outstanding at end of period 712,500 $ 43.76 274,959 $ 38.51 106,602 $ 28.06 Options and awards exercisable at end of period 457,778 $ 46.12 5,689 $ 51.71 5,446 $ 31.90 The weighted average contractual term for stock options outstanding and exercisable as of December 31, 2019 was 4.1 years and 3.2 years, respectively. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2019 , 2018 and 2017 was $ 0.0 million , $ 0.2 million and $ 0.4 million , respectively. The aggregate fair value of stock-options vested during the years ended December 31, 2019 , 2018 and 2017 was $ 1.8 million , $ 2.1 million and $ 1.6 million , respectively. The aggregate intrinsic value of stock options outstanding and exercisable as of December 31, 2019 was $ 4.0 million and $ 1.9 million , respectively. As of December 31, 2019 , there was $ 2.0 million of total unrecognized compensation cost related to stock options expected to be recognized over a weighted average period of 1.8 years. The aggregate intrinsic value of RSU awards settled during the 12 months ended December 31, 2019 , 2018 and 2017 was $2.0 million , $1.2 million , and $1.7 million , respectively. The aggregate fair value of RSU awards vested during the 12 months ended December 31, 2019 , 2018 and 2017 was $ 2.6 million , $ 1.5 million and $ 1.4 million , respectively. The aggregate intrinsic value of RSU awards outstanding and exercisable as of December 31, 2019 was $ 12.7 million and $ 0.3 million , respectively. As of December 31, 2019 , there was $5.6 million of total unrecognized compensation cost related to RSU awards that is expected to be recognized over a weighted average period of 1.8 years. There were 5,446 RSU MSPs exercisable as of December 31, 2019 compared to 7,972 as of December 31, 2018 , and none as of December 31, 2017 . The aggregate intrinsic value of RSU MSPs settled during the years ended December 31, 2019 , 2018 , and 2017 was $ 0.0 million , $ 0.4 million and $ 0.3 million , respectively. The aggregate fair value of RSU MSPs vested during the years ended December 31, 2019 , 2018 , and 2017 was $ 0.2 million , $ 0.6 million and $ 0.5 million , respectively. The aggregate intrinsic value of RSU MSPs outstanding as of December 31, 2019 was $ 1.9 million . As of December 31, 2019 , there was $ 0.6 million of total unrecognized compensation costs related to RSU MSPs that is expected to be recognized over a weighted average period of 1.9 years. The following table summarizes information about equity awards outstanding at December 31, 2019 : Equity Awards Outstanding Equity Awards Exercisable (shares and aggregate intrinsic value in thousands) Awards Average Share Price * Aggregate Intrinsic Value Remaining Term ** Awards Average Share Price * Aggregate Intrinsic Value Remaining Term ** Stock Options 712,500 43.76 $ 4,042 4.1 457,778 46.12 $ 1,874 3.2 Restricted Stock Unit Awards 274,959 38.51 $ 12,714 1.7 5,689 51.71 $ 263 0.5 RSU MSPs 106,602 28.06 $ 1,938 1.4 5,446 31.90 $ 78 0.1 * Weighted-average exercise price per share for options and weighted- average grant date price for RSUs. ** Weighted-average contractual remaining term in years. We also grant cash settled stock unit awards to our international employee participants. During 2019 and 2018, the vesting schedule was updated so that cash settled stock unit awards granted vest ratably over a three year period. In 2017 and prior years, these cash settled stock unit awards would typically cliff-vest in three years. All of these awards are settled in cash based on the closing price of our common stock at the time of vesting. As of December 31, 2019 , there were 45,681 cash settled stock unit awards outstanding compared with 50,907 cash settled stock unit awards outstanding as of December 31, 2018 . During 2019 , the aggregate cash used to settle cash settled stock unit awards was $ 0.9 million . As of December 31, 2019 , the Company had $0.9 million in accrued expenses classified as current liabilities for cash settled stock unit awards compared with $0.6 million as of December 31, 2018 . In 2019, cash settled stock unit award related compensation costs for the twelve month period ended December 31, 2019 totaled $1.4 million and was recorded as follows: $1.1 million in selling, general and administrative expense and $0.3 million as special charges related to the sale of our EV business. In 2018 and 2017 , cash settled stock unit award-related compensation costs totaling $0.0 million and $0.2 million , respectively, were recorded as selling, general and administrative expense. The increase in compensation costs in 2019 as compared to 2018 and 2017 |
Concentrations Of Risk
Concentrations Of Risk | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentrations Of Risk | Concentrations of Risk Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash, cash equivalents, short-term investments and trade receivables. A significant portion of our revenue and receivables are from customers associated with the aerospace, defense, energy and industrial markets. We perform ongoing credit evaluations of our customers and maintain allowances for potential credit losses. For the years ended December 31, 2019, 2018 and 2017 , we had no customers that accounted for more than 10% of the Company’s consolidated revenues. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits, Description [Abstract] | |
Employee Benefit Plans | U.S. Contribution Plan We offer a savings plan to eligible U.S. employees. The plan is intended to qualify under Section 401(k) of the Internal Revenue Code. Substantially all of our U.S. employees are eligible to participate in the 401(k) savings plan. Participating employees may defer a portion of their pre-tax compensation, as defined, but not more than statutory limits. Under this plan, we match a specified percentage of employee contributions, and are able to make a discretionary core contribution, subject to certain limitations. For the first part of 2018, we contributed 50% of the amount contributed by the employee, up to a maximum of 5% of the employee’s earnings. Our matching contributions vest at a rate of 20% per year of service, with full vesting after five years of service. Effective August 28, 2018, the Company had a 401(k) benefit update, wherein the Company contributed 100% of the amount contributed by the employee, up to a maximum of 4% of the employee's earnings. Matching contributions under the updated 401(k) benefit plan vest 0% after one year , 50% after two years , and 100% after three years in the matching contribution. Effective January 1, 2020, the Company has suspended the 401(k) match for select plans. The cost of our 401(k) plan is outlined below (in thousands): Year Ended December 31, 2019 2018 2017 Cost of 401(k) plan $ 3,428 $ 1,847 $ 1,978 Pension & Other Post-Retirement Benefit Obligations The Company also sponsors various defined benefit plans, and other post-retirement benefits plans, including health and life insurance, for former employees of an acquired business. These plans include significant benefit obligations which are calculated based on actuarial valuations. Key assumptions are made in determining these obligations and related net periodic benefit costs, including discount rates, mortality, and expected long-term return on plan assets. On December 11, 2017, the Company acquired FH. The acquisition included all of the pension obligations associated with the acquired business outside of the U.S., and a significant portion of the post-retirement obligations associated with the acquired business in the U.S. The Company maintains a qualified noncontributory defined benefit pension plan, a nonqualified, noncontributory defined benefit supplemental pension plan, and other post-retirement benefit plans, including health and life insurance, in the U.S., which are frozen. To date, the supplemental and the other post-retirement benefits plans remain unfunded. Outside of the U.S., the Company sponsors various funded and unfunded defined benefit plans. The obligations are primarily attributed to partially funded plans in Germany and the U.K. During fiscal year 2019, we made cash contributions of approximately $0.8 million to our U.S. plans and $4.3 million to our foreign plans. In 2020, we expect to make defined benefit plan contributions based on the minimum required funding in accordance with statutory requirements (approximately $1.1 million in the U.S. and approximately $4.2 million for our foreign plans). The estimates for plan funding for future periods may change as a result of the uncertainties concerning the return on plan assets, the number of plan participants, and other changes in actuarial assumptions. We anticipate fulfilling these commitments through the generation of cash flow from operations. The components of net periodic benefit cost for the postretirement plans were as follows (in thousands): Pension Benefits Other Post-retirement Benefits Year Ended December 31, Year Ended December 31, 2019 2018 2017 2019 2018 2017 Components of net periodic benefit cost: Service cost $ 2,694 $ 2,993 $ 181 $ 2 $ 1 $ — Interest cost 10,061 9,164 2,158 359 336 20 Expected return on assets (11,979 ) (15,418 ) (2,994 ) — — — Net periodic benefit cost 776 (3,261 ) (655 ) 361 337 20 Net loss (gain) amortization 441 153 735 (32 ) — — Prior service cost amortization 15 — — — — — Total amortization 456 153 735 (32 ) — — Net periodic benefit cost $ 1,232 $ (3,108 ) $ 80 $ 329 $ 337 $ 20 The weighted average assumptions used in determining the net periodic benefit cost and benefit obligations for the post-retirement plans are shown below: Pension Benefits Other Post-retirement Benefits Year Ended December 31, Year Ended December 31, 2019 2018 2017 2019 2018 2017 Net periodic benefit cost (1): Discount rate – U.S. 3.93% 3.27% 3.86% 4.10% 3.48% 3.63% Discount rate – Foreign 2.00% 1.97% N/A N/A N/A N/A Expected return on plan assets - U.S. (2) 6.25% 7.00% 7.25% N/A N/A N/A Expected return on plan assets - Foreign 3.70% 3.53% N/A N/A N/A N/A Rate of compensation increase - Foreign 3.15% 3.11% N/A N/A N/A N/A Benefit obligations: Discount rate – U.S. 2.83% 3.93% 3.27% 3.05% 4.10% 3.48% Discount rate – Foreign 1.24% 2.00% 1.97% N/A N/A N/A Rate of compensation increase - Foreign 3.09% 3.14% 3.11% N/A N/A N/A (1) 2017 Assumption excludes those that would have been applicable for 21 days of CIRCOR's ownership of FH. (2) 2017 excludes estimate of return on assets still held in the prior plan which had an expected long-term return on plan assets for the time since acquisition of 6.25% for 2017 for which CIRCOR is entitled to its portion of the return. The amounts reported for net periodic benefit cost and the respective benefit obligation amounts are dependent upon the actuarial assumptions used. The Company reviews historical trends, future expectations, current market conditions, and external data to determine the assumptions. The actuarial assumptions used to determine the net periodic pension cost are based upon the prior year’s assumptions used to determine the benefit obligation. Effective with fiscal year 2018, the Company changed the method used to estimate the service and interest cost components of the net periodic benefit costs for all of its plans in the U.S., U.K., and Germany. The new method uses the spot yield curve approach to estimate the service and interest costs by applying the specific spot rates along the yield curve used to determine the benefit obligations to relevant projected cash outflows. The Company changed to the new method to provide a more precise measure of interest and service costs by more closely correlating the application of the discrete spot yield curve rates with the projected benefit cash flows. Prior to fiscal year 2018, the service and interest costs were determined using a single weighted-average discount rate used to measure the benefit obligation at the measurement date. Assumed health care cost trend rates pre-65 trend at December 31, 2019 and 2018 were 6.8% and 7.0% , respectively. The rate to which the cost trend rate is assumed to decline (the ultimate trend rate) for December 31, 2019 and 2018 were 4.5% and 5.0% , respectively, and the years that the rate reaches the ultimate trend rate were 2028 and 2027, respectively. Assumed health care cost trend rates post-65 trend at December 31, 2019 and 2018 were 6.8% and 7.0% , respectively. The rate to which the cost trend rate is assumed to decline (the ultimate trend rate) for December 31, 2019 and 2018 were 4.5% and 5.00% , respectively, and the year that the rate reaches the ultimate trend rate were 2028 and 2027, respectively. Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plan. A one-percentage point change in assumed health care cost trend rates would have the following pre-tax effects: 1% Increase 1% Decrease Effect on total service and interest cost components for the year ended December 31, 2019 $ 50 $ (40 ) Effect on post-retirement benefit obligation at December 31, 2019 1,359 (1,102 ) In selecting the expected long-term return on assets for the qualified and foreign plans, we considered the average rate of earnings expected on the funds invested or to be invested to provide for the benefits of these plans. We, with input from the plans’ professional investment managers and actuaries, also considered the average rate of earnings expected on the funds invested or to be invested to provide plan benefits. This process included determining expected returns for the various asset classes that comprise the plans’ target asset allocation. This basis for selecting the long-term return on assets is consistent with the prior year. Using generally accepted diversification techniques, the plans’ assets, in aggregate and at the individual portfolio level, are invested so that the total portfolio risk exposure and risk-adjusted returns best meet the plans’ long-term benefit obligations to employees. Plan asset allocations are reviewed periodically and rebalanced to achieve target allocation among the asset categories when necessary. This included considering the pension asset allocation and the expected returns likely to be earned over the life of the plans. The funded status of the defined benefit post-retirement plans and amounts recognized in the consolidated balance sheets, measured as of December 31, 2019 and December 31, 2018 were as follows (in thousands): Pension Benefits Other Post-retirement Benefits December 31, December 31, 2019 2018 2019 2018 Change in projected benefit obligation: Balance at beginning of year $ 363,334 $ 399,638 $ 10,276 $ 11,685 Service cost 2,694 2,993 2 1 Interest cost 10,061 9,164 359 336 Amendments — 341 — — Actuarial loss (gain) 37,243 (16,081 ) (12 ) (1,166 ) Exchange rate (gain) / loss (1,692 ) (9,661 ) — — Benefits paid (24,533 ) (23,060 ) (432 ) (580 ) Settlement payments (3,451 ) — — — Curtailments (1) (1,477 ) — — — Balance at end of year $ 382,179 $ 363,334 $ 10,193 $ 10,276 Change in fair value of plan assets: Balance at beginning of year $ 210,993 $ 247,583 $ — $ — Actual return on assets 46,665 (15,183 ) — (580 ) Exchange rate (gain) / loss 935 (2,430 ) — — Benefits paid (24,533 ) (23,060 ) (432 ) — Settlement payments (3,451 ) — — — Employer contributions 4,688 4,083 432 580 Fair value of plan assets at end of year (2) $ 235,297 $ 210,993 $ — $ — Funded status: Excess of benefit obligation over the fair value of plan assets $ (146,882 ) $ (152,341 ) $ (10,193 ) $ (10,276 ) Pension plan accumulated benefit obligation (“ABO”) $ 382,179 $ 363,334 N/A N/A (1) On December 31, 2019, the Company transitioned its defined benefit plan in Norway to a defined contribution plan. (2) Refer to table below for further disclosure regarding the fair value of our plan assets. The fair values of the Company’s pension plan assets as of December 31, 2019 and 2018 utilizing the fair value hierarchy were as follows (in thousands): December 31, 2019 December 31, 2018 Measured at Net Asset Value (1) Level 1 Level 2 Total Measured at Net Asset Value (1,2) Level 1 Level 2 Total U.S. Plans: Cash Equivalents: Money Market Funds $ 2,284 $ — $ — $ 2,284 $ 3,831 $ — $ — $ 3,831 Mutual Funds: Bond Funds — — — — — — — — Large Cap Funds — — — — — — — — International Funds 28,036 — — 28,036 20,295 — — 20,295 Small Cap Funds — — — — — — — — Blended Funds — — — — — — — — Mid Cap Funds — — — — — — — — Comingled Pools: Opportunistic 12,480 — — 12,480 15,461 — — 15,461 Investment Grade 62,134 — — 62,134 51,340 — — 51,340 Non-U.S. Equity 20,363 — — 20,363 17,432 — — 17,432 U.S. Equity 81,209 — — 81,209 70,059 — — 70,059 Global Low Volatility 1,396 — — 1,396 5,400 — — 5,400 Insurance Contracts — — 806 806 — — — — Foreign Plans: Cash — 42 — 42 — 22 — 22 Equity 10,742 — — 10,742 8,623 — — 8,623 Non-U.S. government and corporate bonds 15,504 — — 15,504 13,569 — — 13,569 Insurance Contracts 271 — 30 301 240 — 3,542 3,782 Other — — — — — — 368 368 Total Fair Value $ 234,419 $ 42 $ 836 $ 235,297 $ 206,250 $ 22 $ 3,910 $ 210,182 (1) Certain investments that are measured at fair value using NAV have not been classified in the fair value hierarchy. These investments, consisting of common/collective trusts, are valued using the NAV provided by the Trustee. The NAV is based on the underlying investments held by the fund that are traded in an active market, less its liabilities. These investments are able to be redeemed in the near-term. (2) $0.8 million of pension plan asset receivable was excluded from the fiscal year 2018 leveling table above as CIRCOR did not yet control the assets. In fiscal year 2019, the Company reimbursed Colfax $2.2 million from plan assets related to 2018 pension benefits paid, expenses and lost investment return on those payments. The following information is presented as of December 31, 2019 and 2018 (in thousands): Pension Benefits Other Post-retirement Benefits 2019 2018 2019 2018 Funded status, end of year: Fair value of plan assets $ 235,297 $ 210,993 $ — $ — Projected Benefit obligation (382,179 ) (363,334 ) (10,193 ) (10,276 ) Net pension liability $ (146,882 ) $ (152,341 ) $ (10,193 ) $ (10,276 ) Post-retirement amounts recognized in the balance sheet consists of: Non-current asset $ 3,917 $ 1,776 $ — $ — Current liability (3,998 ) (3,494 ) (669 ) (701 ) Non-current liability (146,801 ) (150,623 ) (9,524 ) (9,575 ) Total $ (146,882 ) $ (152,341 ) $ (10,193 ) $ (10,276 ) Amounts recognized in accumulated other comprehensive income consist of: Net losses $ 30,872 $ 28,497 $ (883 ) $ (902 ) Prior service cost 322 325 — — Total $ 31,194 $ 28,822 $ (883 ) $ (902 ) Estimated future benefit expense to be recognized in other comprehensive income (loss): 2020 Amortization of net losses $ 277 Prior service cost 16 Total $ 293 As of December 31, 2019 , the benefit payments expected to be paid in each of the next five years and the aggregate for the five fiscal years thereafter were as follows (in thousands): 2020 2021 2022 2023 2024 Thereafter Pension Benefits - All Plans $ 23,055 $ 22,799 $ 22,516 $ 22,238 $ 21,789 $ 101,297 Other Post-retirement Benefits 669 652 618 596 569 2,560 Expected benefit payments $ 23,724 $ 23,451 $ 23,134 $ 22,834 $ 22,358 $ 103,857 |
Contingencies, Commitments And
Contingencies, Commitments And Guarantees | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies, Commitments And Guarantees | Contingencies, Commitments and Guarantees Legal Proceedings We are subject to various legal proceedings and claims pertaining to matters such as product liability or contract disputes, including issues that may arise under certain customer contracts with aerospace and defense customers. We are also subject to other proceedings and governmental inquiries, inspections, audits or investigations pertaining to issues such as tax matters, patents and trademarks, pricing, business practices, governmental regulations, employment and other matters. Although the results of litigation and claims cannot be predicted with certainty, we believe that the ultimate disposition of these matters, to the extent not previously provided for, will not have a material adverse effect, individually or in the aggregate, on our business, financial condition, results of operations or liquidity. On February 21, 2018, the Company entered into a mediated settlement regarding a wage and hour action in California by a former employee. In October 2016, the plaintiff alleged non-compliance with California State labor law, including missed or late meal breaks, for hourly employees of CIRCOR Aerospace, Inc. in Corona, California. The total settlement amount of $2.4 million was initially recorded as a liability as of December 31, 2017. This settlement resolves all wage/hour claims by all potentially affected employees through the settlement date and was approved by the California Superior Court during 2018. The Company made the payment during the third and fourth quarters of 2019 to settle this claim. Asbestos-related product liability claims continue to be filed against two of our subsidiaries: CIRCOR Instrumentation Technologies, Inc. (f/k/a Hoke, Inc.) (“Hoke”), the stock of which we acquired in 1998 and Spence Engineering Company, Inc., the stock of which we acquired in 1984. The Hoke subsidiary was divested in January 2020 (see Note 23, Subsequent Events). However, the Company has indemnified the buyer for asbestos-related claims that are made against Hoke. Due to the nature of the products supplied by these entities, the markets they serve and our historical experience in resolving these claims, we do not expect that these asbestos-related claims will have a material adverse effect on the financial condition, results of operations or liquidity of the Company. Standby Letters of Credit We execute standby letters of credit, which include bank guarantees, bid bonds and performance bonds, in the normal course of business to ensure our performance or payments to third parties. The aggregate notional value of these instruments was $42.0 million at December 31, 2019 of which $34.3 million were syndicated under the Credit Agreement. Our historical experience with these types of instruments has been good and no claims have been paid in the current or past several fiscal years. We believe that the likelihood of demand for payments relating to the outstanding instruments is remote. These instruments generally have expiration dates ranging from less than 1 month to 5 years from December 31, 2019 . The following table contains information related to standby letters of credit instruments outstanding as of December 31, 2019 (in thousands): Term Remaining Maximum Potential Future Payments 0–12 months $ 27,236 Greater than 12 months 14,754 Total $ 41,990 Commercial Contract Commitment As of December 31, 2019 , we had approximately $ 106.9 million of commercial contract commitments related to open purchase orders. Insurance We maintain insurance coverage of a type and with such limits as we believe are customary and reasonable for the risks we face and in the industries in which we operate. While many of our policies do contain a deductible, the amount of such deductible is typically not material. Our accruals for insured liabilities are not discounted and take into account these deductibles and are based on claims filed and reported as well as estimates of claims incurred but not yet reported. |
Guarantees And Indemnification
Guarantees And Indemnification Obligations | 12 Months Ended |
Dec. 31, 2019 | |
Guarantees And Indemnification Obligations [Abstract] | |
Guarantees And Indemnification Obligations | Guarantees and Indemnification obligations As permitted under Delaware law, we have agreements whereby we indemnify certain of our officers and directors for certain events or occurrences while the officer or director is, or was, serving at our request in such capacity. The term of the indemnification period is for the officer’s or director’s lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited. However, we have directors and officers’ liability insurance policies that limit our exposure for events covered under the policies and should enable us to recover a portion of any future amounts paid. As a result of the coverage under these insurance policies, we believe the estimated fair value of these indemnification agreements is minimal and, therefore, have no liabilities recorded from those agreements as of December 31, 2019 . We record provisions for the estimated cost of product warranties, primarily from historical information, at the time product revenue is recognized. While we engage in extensive product quality programs and processes, our warranty obligation is affected by product failure rates, utilization levels, material usage, service delivery costs incurred in correcting a product failure, and supplier warranties on parts delivered to us. Should actual product failure rates, utilization levels, material usage, service delivery costs or supplier warranties on parts differ from our estimates, revisions to the estimated warranty liability would be required. Our warranty liabilities are included in accrued expenses and other current liabilities on our consolidated balance sheets. The following table sets forth information related to our product warranty reserves for the years ended December 31, 2019 and 2018 (in thousands): December 31, 2019 2018 Balance beginning January 1 (1) $ 2,860 $ 3,564 Provisions 1,894 2,643 Claims settled (2,830 ) (2,800 ) Acquired reserves/other (11 ) (347 ) Currency translation adjustment (271 ) (80 ) Balance ending December 31 $ 1,642 $ 2,980 (1) The December 31, 2018 ending balance includes $0.1 million in warranty reserves related to the I&S business, which was classified as held for sale at December 31, 2019. The January 1, 2019 beginning balance along with the current year activity has been adjusted to remove the effect of the I&S business. Warranty obligations of $1.6 million as of December 31, 2019 decreased $1.3 million from $ 3.0 million |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Segment and Geographical Information Our reportable segments have been identified in accordance with ASC Topic 280-10-50 through our evaluation of how the Company engages in business activities to earn revenues and incur expenses, which operating results are regularly reviewed by our chief operating decision maker (“CODM”) to assess performance and make decisions about resources to be allocated, and the availability of discrete financial information. CIRCOR’s reportable segments are generally organized based upon the end markets we sell our product and services into. No individual operating segments have been aggregated for purposes of determining our reportable segments. Our reporting segments are Energy, Aerospace & Defense and Industrial. Each reporting segment is individually managed, as each requires different technology and marketing strategies, and has separate financial results that are reviewed by our CODM. Our CODM evaluates segment performance and determines how to allocate resources utilizing, among other data, segment operating income. Segment operating income excludes special and restructuring charges, net. In addition, certain administrative expenses incurred at the corporate level for the benefit of the reporting segments are allocated to the segments based upon specific identification of costs, employment related information or net revenues. Each segment contains related products and services particular to that segment. Corporate is reported on a net “after allocations” basis. Inter-segment intercompany transactions affecting net operating profit have been eliminated within the respective reportable segments. The amounts reported in the Corporate expenses line item in the following table consists primarily of the following: compensation and fringe benefit costs for executive management and other corporate staff; Board of Director compensation; corporate development costs (relating to mergers and acquisitions); human resource development and benefit plan administration expenses; legal, accounting and other professional and consulting costs; facilities, equipment and maintenance costs; and travel and various other administrative costs related to our corporate office and respective functions. The above costs are incurred in the course of furthering the business prospects of the Company and relate to activities such as: implementing strategic business growth opportunities; corporate governance; risk management; tax; treasury; investor relations and shareholder services; regulatory compliance; strategic tax planning; and stock transfer agent costs. Our CODM evaluates segment operating performance using segment operating income. Segment operating income is defined as GAAP operating income excluding intangible amortization and amortization of fair value step-ups of inventory and fixed assets from acquisitions completed subsequent to December 31, 2011, the impact of restructuring related inventory write-offs, impairment charges and special charges or gains. The Company also refers to this measure as adjusted operating income. The Company uses this measure because it helps management understand and evaluate the segments’ core operating results and facilitate comparison of performance for determining incentive compensation achievement. The following table presents certain reportable segment information (in thousands): As of and for the year ended December 31, 2019 2018 2017 Net revenues Energy $ 240,982 $ 288,877 $ 183,399 Aerospace & Defense 272,625 237,017 182,983 Industrial 450,706 487,576 139,110 Consolidated revenues $ 964,313 $ 1,013,470 $ 505,492 Segment income Energy - Segment Operating Income $ 30,394 $ 38,779 $ 21,708 Aerospace & Defense - Segment Operating Income 52,480 36,047 23,375 Industrial - Segment Operating Income 52,188 57,340 19,932 Corporate expenses (25,262 ) (30,299 ) (21,744 ) Subtotal 109,800 101,867 43,271 Special restructuring charges, net 5,186 5,848 2,559 Special other charges, net 17,686 13,061 7,330 Special and restructuring charges, net 22,872 18,909 9,889 Restructuring related inventory charges (820 ) 346 — Amortization of inventory step-up — 6,600 4,300 Acquisition amortization 45,715 47,310 12,542 Acquisition depreciation 4,352 7,049 233 Restructuring and other cost, net 49,247 61,305 17,075 Consolidated Operating Income 37,681 21,653 16,307 Interest Expense, net (a) 48,609 52,975 10,841 Other Expense (Income), net (a) (836 ) (7,426 ) 1,826 (Loss) income from continuing operations before income taxes $ (10,092 ) $ (23,896 ) $ 3,640 Identifiable assets Energy $ 355,870 $ 882,630 $ 837,492 Aerospace & Defense 426,405 399,102 375,094 Industrial 1,405,056 1,279,048 1,408,217 Corporate (716,386 ) (769,168 ) (714,004 ) Consolidated Identifiable assets $ 1,470,945 $ 1,791,612 $ 1,906,799 Capital expenditures Energy $ 1,766 $ 4,814 $ 2,631 Aerospace & Defense 4,376 4,739 3,400 Industrial 5,757 9,813 5,928 Corporate 1,074 1,787 1,378 Consolidated Capital expenditures $ 12,973 $ 21,153 $ 13,337 Depreciation and amortization Energy $ 11,012 $ 13,785 $ 9,515 Aerospace & Defense 11,531 10,937 4,325 Industrial 46,564 49,939 11,881 Corporate 529 750 1,313 Consolidated Depreciation and amortization $ 69,636 $ 75,411 $ 27,034 The total assets for each reportable segment have been reported as the Identifiable Assets for that segment, including inter-segment intercompany receivables, payables and investments in other CIRCOR companies. Identifiable assets reported in Corporate include both corporate assets, such as cash, deferred taxes, prepaid and other assets, fixed assets, as well as the elimination of all inter-segment intercompany assets. The elimination of intercompany assets results in negative amounts reported in Corporate for Identifiable Assets. Corporate Identifiable Assets after elimination of intercompany assets were $ 18.9 million , $ 23.8 million , and $ 15.6 million as of December 31, 2019 , 2018 and 2017 , respectively. The following tables present net revenue and long-lived assets by geographic area. The net revenue amounts are based on shipments to each of the respective areas. Year Ended December 31, Net revenues by geographic area (in thousands) 2019 2018 2017 United States $ 412,686 $ 430,575 $ 234,684 France 49,724 48,344 41,584 Germany 96,232 97,526 32,092 Canada 25,963 33,531 15,715 Saudi Arabia 11,562 9,643 6,260 United Kingdom 36,760 35,869 25,217 China 32,779 35,732 15,056 Norway 23,045 15,009 10,803 Rest of Europe 111,852 101,787 48,849 Rest of Asia-Pacific 96,711 86,261 44,816 Other 66,999 119,193 30,416 Total net revenues $ 964,313 $ 1,013,470 $ 505,492 December 31, Long-lived assets by geographic area (in thousands) 2019 2018 United States $ 90,136 $ 117,784 Germany 52,843 41,852 UK 11,510 11,330 India 8,319 8,535 France 3,130 3,271 Other 6,241 6,900 Total long-lived assets $ 172,179 $ 189,672 |
Other (Income) Expense, Net
Other (Income) Expense, Net | 12 Months Ended |
Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |
Other (Income) Expense, Net | Other (Income) Expense, Net The following table outlines other (income) expense, net (in thousands): December 31, 2019 2018 2017 Pension - Interest cost $ 10,061 $ 9,164 $ — Pension - Expected return on assets (11,979 ) (15,418 ) — Foreign Currency Translations (395 ) (1,677 ) 790 Other 1,477 505 1,036 Other (income) expense, net $ (836 ) $ (7,426 ) $ 1,826 On January 1, 2018, we adopted FASB ASU 2017-07, Compensation—Retirement Benefits (Topic 715), which amends the presentation requirements of service cost and other components of net benefit cost in the income statement. Service costs are recorded within the selling, general and administrative caption of our consolidated statements of (loss) income, while the other components of net benefit cost are recorded in the other expense (income), net caption of our consolidated statements of (loss) income. Refer to Note 2, Summary of Significant Accounting Policies, for further details of the adoption of ASU 2017-07. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following table summarizes the changes in accumulated other comprehensive loss, net of tax, which is reported as a component of shareholders' equity, for the year ended December 31, 2019, 2018 and 2017 (in thousands): Foreign Currency Translation Adjustments Pension, net Derivative Total Balance as of December 31, 2016 $ (62,704 ) $ (13,557 ) $ — $ (76,261 ) Other comprehensive income 34,119 5,412 — 39,531 Balance as of December 31, 2017 (28,585 ) (8,145 ) — (36,730 ) Other comprehensive loss (20,523 ) (10,970 ) (1,516 ) (33,009 ) Balance as of December 31, 2018 (49,108 ) (19,115 ) (1,516 ) (69,739 ) Other comprehensive loss (4,740 ) (398 ) (5,390 ) (10,528 ) Balance as of December 31, 2019 $ (53,848 ) $ (19,513 ) $ (6,906 ) $ (80,267 ) During the first quarter of 2019, an immaterial error was identified in the Company's calculation of currency translation adjustments related to goodwill, intangible assets and property, plant and equipment acquired in the FH acquisition. This error impacted other comprehensive income. Specifically, other comprehensive income (loss) was overstated by $5.4 and $2.2 million for the first quarter and fiscal 2018, respectively, and was understated by $2.2 million for the first quarter of 2019. The Company has determined that these adjustments were not material to the current or prior periods, or the forecasted 2019 results utilized in the Company's 2018 goodwill impairment analyses. These items were adjusted during the first quarter of 2019. The quarterly impact ($ in millions) in 2018 was as follows: Q1 Q2 Q3 Q4 2018 Overstated (understated) comprehensive income $ 5.4 $ (5.1 ) $ (0.2 ) $ 2.1 $ 2.2 |
Quarterly Financial Information
Quarterly Financial Information | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | Quarterly Financial Information Summary Quarterly Data — Unaudited (in thousands, except per share information) First Quarter (1) Second Quarter (1) Third Quarter Fourth Quarter Year Ended December 31, 2019 Net revenues $ 238,855 $ 245,768 $ 237,052 $ 242,638 Gross profit 74,414 81,917 74,474 78,004 Net (loss) income (4,634 ) (18,520 ) (112,337 ) 1,556 Earnings (loss) per common share: Basic $ (0.23 ) $ (0.93 ) $ (5.64 ) $ 0.08 Diluted (0.23 ) (0.93 ) (5.64 ) 0.08 Dividends per common share — — — — Year Ended December 31, 2018 Net revenues $ 239,887 $ 259,658 $ 247,209 $ 266,716 Gross profit 70,159 84,955 80,077 90,012 Net (loss) income (17,441 ) 5,902 (6,841 ) (21,004 ) Earnings (loss) per common share: Basic $ (0.88 ) $ 0.30 $ (0.34 ) $ (1.06 ) Diluted (0.88 ) 0.30 (0.34 ) (1.06 ) Dividends per common share — — — — (1) First and second quarter results have been reclassified to reflect the classification of the EV and DV businesses as discontinued operations. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event Sale of I&S Business During the fourth quarter of 2019, the Company entered into a definitive agreement to sell its non-core I&S business to Crane Co. for $172 million , in cash, subject to working capital adjustments. The transaction closed on January 31, 2020. The I&S business manufactures valves, fittings, regulators and sampling systems primarily serving energy end markets. As of December 31, 2019, the I&S business is reported as "held for sale" within the current assets and current liabilities section of our balance sheet. We expect to record a gain on the I&S sale during the first quarter of 2020 in the range of $35 million to $40 million . Term Loan Repricing On February 26, 2020, the Company amended its term loan to lower the interest rate associated with the applicable margin calculation. The new terms lower the interest rate on the Company's term loan from LIBOR plus an applicable margin of 3.5% to LIBOR plus an applicable margin of 3.25%, based on its existing corporate family rating from Moody's. The applicable margin reduces to LIBOR plus an applicable margin of 3.00%, with a corporate family rating from Moody's of B1 or better. Current Market Volatility In March 2020, the World Health Organization declared the outbreak of COVID-19, which continues to spread throughout the U.S. and the world, as a pandemic. The outbreak is having an impact on the global economy, resulting in rapidly changing market and economic conditions, which may impact the Company. Subsequent to year end and through the date of this filing, the Company has experienced a significant decline in its market capitalization to approximately 35% (based on the closing market price at March 26, 2019) below its consolidated book value . As a result, management has concluded that there was a goodwill and an intangible asset impairment triggering event for the Company in the first quarter of 2020, which will result in management performing an impairment evaluation of its goodwill and intangible asset balances. The decline in market capitalization and any prolonged material disruption of our employees, distributors, suppliers or customers can reasonably be expected to negatively impact our global sales and operating results and could lead to valuation allowances or impairments of our goodwill or intangible assets, which were 271.9 million and 385.5 million million, respectively, as of December 31, 2019. Given the continued uncertainty surrounding COVID-19, on March 20, 2020, the Company executed an $80 million drawdown of its remaining available line of credit under its existing Credit Agreement. The Company took this action as a precautionary measure to increase the Company’s cash position and help maintain financial flexibility. The proceeds from the drawdown will be available to be used for working capital, general corporate or other purposes. |
Valuation And Qualifying Accoun
Valuation And Qualifying Accounts | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Valuation And Qualifying Accounts | Additions (Reductions) Description Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Deductions (1) Balance at End of Period (in thousands) Year ended December 31, 2019 Deducted from asset account: Allowance for doubtful accounts $ 2,270 $ 1,777 $ (198 ) $ (763 ) $ 3,086 Year ended December 31, 2018 Deducted from asset account: Allowance for doubtful accounts $ 2,865 $ (262 ) $ (95 ) $ (238 ) $ 2,270 Year ended December 31, 2017 Deducted from asset account: Allowance for doubtful accounts $ 3,298 $ (120 ) $ 223 $ (536 ) $ 2,865 (1) Uncollectible accounts written off, net of recoveries. |
Summary Of Significant Accoun_2
Summary Of Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Cash, Cash Equivalents, and Short-term Investments [Text Block] | Cash and Cash Equivalents Our cash equivalents are invested in time deposits of financial institutions. We have established guidelines relative to credit ratings, diversification and maturities that are intended to maintain safety and liquidity. Cash equivalents include highly liquid investments with maturity periods of three months or less when purchased. Restricted cash represents cash that is legally restricted as to withdrawal or usage. Restricted Cash Restricted cash represents cash that is legally restricted as to withdrawal or usage and includes amounts required to be maintained in relation to employment laws in certain jurisdictions. Other Assets |
Principles Of Consolidation And Basis Of Presentation | Principles of Consolidation and Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of CIRCOR and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The results of companies acquired or divested are included in the consolidated financial statements from the date of acquisition or up to the date of disposal. Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation, including the results of discontinued operations and reportable segment information. These reclassifications have no effect on the previously reported net (loss) income. Assets and Liabilities Held for Sale The Company classifies assets and liabilities (disposal groups) to be sold as held for sale in the period in which all of the following criteria are met: management, having the authority to approve the action, commits to a plan to sell the disposal group; the disposal group is available for immediate sale in its present condition subject to terms customary for sales of such disposal groups; an active program to locate a buyer and other actions required to complete the plan to sell the disposal group have been initiated; the sale of the disposal group is probable, and transfer of the disposal group is expected to qualify for recognition as a completed sale within one year; the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures a disposal group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a disposal group until the date of sale. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the carrying value of the disposal group at the time it was initially classified as held for sale. Upon determining that a disposal group meets the criteria to be classified as held for sale, the Company reports the assets and liabilities of the disposal group, if material, in the line items assets held for sale and liabilities held for sale in the consolidated statements of financial position. Refer to Note 3, Discontinued Operations and Assets Held for Sale, for further information. |
Use Of Estimates | Use of Estimates The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying disclosures. Some of the more significant estimates relate to acquisition accounting, estimated total costs for ongoing long-term contracts accounted for as performance obligations where transfer of control occurs over time, inventory valuation, share-based compensation, amortization and impairment of long-lived assets, fair value of disposal group, pension benefits obligations, income taxes, penalty accruals for late shipments, asset valuations, and product warranties. While management believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ materially from those estimates. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue to depict the transfer of control to the Company’s customers in an amount reflecting the consideration the Company expects to be entitled to in exchange for performance obligations. In order to apply this revenue recognition principle, the Company applies the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when, or as, a performance obligation is satisfied. See Note 4, Revenue Recognition for further information. Revenues disclosed for 2017 were accounted for in accordance with Accounting Standard Codification ("ASC") Topic 605. Under this standard, revenue was primarily recognized when title and risk of loss have passed to the customer, persuasive evidence of an arrangement exists, no significant post-delivery obligations remain, the price to the buyers is fixed or determinable and collection of the resulting receivable is reasonably assured. Revenues and costs on certain long-term capital contracts are recognized on the percentage-of-completion method measured on the basis of costs incurred to estimated total costs for each contract. This method is used because management considers it to be the best available measure of progress towards completion on these contracts. Revenues and costs on contracts are subject to changes in estimates throughout the duration of the contracts, and any required adjustments are made in the period in which a change in estimate becomes known. Estimated losses on contracts in progress are recognized in the period in which a loss becomes known. Unbilled receivables for net revenues recognized in excess of the amounts billed for active projects are recognized within other current assets on the balance sheet. The Company provides for the estimated costs to fulfill customer warranty obligations upon the recognition of the related revenue. Shipping and handling costs invoiced to customers are recorded as components of revenues and the associated costs are recorded as cost of revenues. We recognize revenue net of sales returns, rebates, penalties, and discounts. Accounts receivable allowances include sales returns and bad debt allowances. The Company monitors and tracks the amount of product returns and reduces revenue at the time of shipment for the estimated amount of such future returns, based on historical experience. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon its historical experience and any specific customer collection issues that it has identified. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. |
Cost Of Revenue | Goodwill Goodwill is measured as the excess of the cost of acquisition over the sum of the amounts assigned to identifiable tangible and intangible assets acquired less liabilities assumed. We perform an impairment assessment for goodwill at the reporting unit level on an annual basis as of the end of our October month end or more frequently if circumstances warrant. Our annual impairment assessment requires a comparison of the fair value of each of our reporting units to the respective carrying value. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying value of a reporting unit is greater than its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Additionally, we will consider the income tax effect from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss. Determining the fair value of a reporting unit is subjective and requires the use of significant estimates and assumptions. With the assistance of an independent third-party appraisal firm, we estimate the fair value of our reporting units using an income approach based on the present value of future cash flows. We believe this approach yields the most appropriate evidence of fair value. We also utilize the comparable company multiples method and market transaction fair value method to validate the fair value amount we obtain using the income approach. The key assumptions utilized in our discounted cash flow model include our estimates of the rate of revenue growth, including the rate of growth used in terminal year value, as well as the discount rate based on a weighted average cost of capital. Any unfavorable material changes to these key assumptions could potentially impact our fair value determinations. For additional information, see Note 10, Goodwill and Other Intangible Assets. Cost of Revenues Cost of revenues primarily reflects the costs of manufacturing and preparing products for sale and, to a much lesser extent, the costs of performing services. Cost of revenues is primarily comprised of the cost of materials, outside processing, inbound freight, production, direct labor and overhead including indirect labor, which are expenses that directly result from the level of production activity at a manufacturing site. Additional expenses that directly result from the level of production activity at a manufacturing site include purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, utility expenses, property taxes, amortization of inventory step-up from revaluation at the date of acquisition, depreciation of production building and equipment assets, warranty costs, salaries and benefits paid to plant manufacturing management and maintenance supplies. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Where appropriate, standard cost systems are utilized for purposes of determining cost; the standards are adjusted as necessary to ensure they approximate actual cost. Cost is generally determined on the first-in, first-out (“FIFO”) basis. We typically analyze our inventory aging and projected future usage on a quarterly basis to assess the adequacy of our inventory valuation reserve, which primarily consists of obsolescence and net realizable value estimates. These estimates are measured either on an item-by-item basis or higher-level inventory grouping and determined based on the difference between the cost of the inventory and estimated net realizable value. The provision for inventory valuation reserves is a component of our cost of revenues. Assumptions about future demand are among the primary factors utilized to estimate market value. At the point of the loss recognition, a new, lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Only subsequent inventory transactions via sale or disposal would then release the established inventory reserve. If there were to be a sudden and significant decrease in demand for our products, significant price reductions, or a higher incidence of inventory obsolescence for any reason, including a change in technology or customer requirements, we could be required to increase our inventory valuation reserves, which could adversely affect our gross profits. |
Business Acquisitions | Business Acquisitions We account for business combinations under the acquisition method, and accordingly, the assets and liabilities of the acquired businesses are recorded at their estimated fair value on the acquisition date with the excess of the purchase price over their estimated fair value recorded as goodwill. We determine acquisition related asset and liability fair values through established valuation techniques for industrial manufacturing companies and utilize third party valuation firms to assist in the valuation of certain tangible and intangible assets. The definition of a business introduces a “screen test” that is a quantitative threshold for defining asset acquisitions. If substantially all of the acquisition is made up of one asset or several similar assets, then the acquisition is an asset acquisition. “Substantially all” is commonly considered to be approximately 90%. While it is not a bright line, if it meets or exceeds the threshold it’s an asset acquisition. Otherwise, the analysis must continue through the “full model.” This means that the structure of the transaction will be important in determining the accounting result. The consideration for our acquisitions may include future payments that are contingent upon the occurrence of a particular event. For acquisitions that qualify as business combinations, we record an obligation for such contingent payments at fair value on the acquisition date. We estimate the fair value of contingent consideration obligations through valuation models that incorporate probability adjusted assumptions related to the achievement of the milestones and thus the likelihood of making related payments or by using a Monte Carlo simulation model. We revalue these contingent consideration obligations each reporting period. Changes in the fair value of our contingent consideration obligations are recognized within general and administrative expenses in our consolidated statements of income. ASC Topic 805, Business Combinations, provides guidance regarding business combinations and requires acquisition-date fair value measurement of identifiable assets acquired, liabilities assumed, and non-controlling interests in the acquiree. For additional information, see Note 5, Business Acquisitions. |
Goodwill And Intangible Assets | Legal Contingencies We are currently involved in various legal claims and legal proceedings, some of which may involve substantial dollar amounts. Periodically, we review the status of each significant matter and assess our potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be estimated, we accrue a liability for the estimated loss. The determination of probability and the determination as to whether exposure can be reasonably estimated requires management estimates. Because of uncertainties related to these matters, accruals are based on the best information available at the time. As additional information becomes available, we reassess the potential liability related to our pending claims and litigation and may revise our estimates. Such revisions in the estimates of the potential liabilities could have a material adverse effect on our business, results of operations and financial position. For more information see Note 17, Contingencies, Commitments and Guarantees. Indefinite-Lived Intangible Assets Indefinite-lived intangible assets, such as trade names, are generally recorded and valued in connection with a business acquisition. For these assets, we perform a qualitative assessment on an annual basis to determine if it is more likely than not the asset is impaired ("Step 0" test). These assets are reviewed at least annually for impairment as of the October month end, or more frequently if facts and circumstances warrant. For any that fail the Step 0 test, we perform an impairment assessment at the asset level utilizing a fair value calculation. Determining the fair value is subjective and requires the use of significant estimates and assumptions. With the assistance of an independent third-party appraisal firm, we estimate the fair value using an income approach based on the present value of future cash flows. We note the fair value of each individual indefinite-lived asset exceeded the respective carrying amount, and no intangible impairments were recorded. |
Impairment Of Other Long-Lived Assets | Other Long-Lived Assets In accordance with ASC Topic 360, Plant, Property, and Equipment, we perform impairment analyses of long-lived asset groups whenever events and circumstances indicate impairment. If indicators are present, we perform a recoverability test by comparing the sum of the undiscounted future cash flows specific to the asset group to its carrying value. If the recoverability test fails (sum of undiscounted cash flows are less than the asset group's carrying value), we then determine the fair value of the asset group and recognize an impairment loss if the carrying value exceeds the calculated fair value. For more information, see Note 9, Property, Plant and Equipment. |
Pension Benefits | Post-Retirement Benefits Pensions and other post-retirement benefit obligations and net periodic benefit costs are actuarially determined and are affected by several assumptions including the discount rate, mortality, and the expected long-term return on plan assets. Changes in assumptions and differences from actual results will affect the amounts of net periodic benefit cost recognized in future periods. These assumptions may also effect the amount and timing of future cash contributions. As required in the recognition and disclosure provisions of ASC Topic 715, Compensation - Retirement Benefits, the Company recognizes the over-funded or under-funded status of defined benefit post-retirement plans in its balance sheet, measured as the difference between the fair value of plan assets and the benefit obligations (the projected benefit obligation for pension plans and the accumulated post-retirement benefit obligation for other post-retirement plans). The change in the funded status is the net of the recognized net periodic benefit cost, cash contributions to the trust/benefits paid directly by the Company and recognized changes in other comprehensive income. Other comprehensive income changes are due to new actuarial gains and losses, new plan amendments and the amortizations of amounts in the net periodic benefit cost. Unrecognized actuarial gains and losses in excess of the 10% corridor (defined as the threshold above which gains or losses need to be amortized) are being recognized for all plans over the weighted average expected remaining service period of the employee group unless substantially all participants are inactive in which case the average remaining lifetime of covered participants is used. Unrecognized actuarial gains and losses arise from several factors including changes in the benefit obligations from actuarial experience and assumption changes and from the difference between expected returns and actual returns on plan assets. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if we anticipate that it is more likely than not that we may not realize some or all of a deferred tax asset. In accordance with the provisions of ASC Topic 740, Income Taxes, the Company initially recognizes the financial statement effect of a tax position when, based solely on its technical merits, it is more likely than not (a likelihood of greater than fifty percent) that the position will be sustained upon examination by the relevant taxing authority. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard, are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. De- recognition of a tax position that was previously recognized occurs when an entity subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained. If future results of operations exceed our current expectations, our existing tax valuation allowances may be adjusted, resulting in future tax benefits. Alternatively, if future results of operations are less than expected, future assessments may result in a determination that some or all of the deferred tax assets are not realizable. Consequently, we may need to establish additional tax valuation allowances for a portion or all of the gross deferred tax assets, which may have a material adverse effect on our results of operations. Under ASC Topic 740, only the portion of the liability that is expected to be paid within one year is classified as a current liability. As a result, liabilities expected to be resolved without the payment of cash (e.g., due to the expiration of the statute of limitations) or are not expected to be paid within one year are classified as non-current. It is the Company’s policy to record estimated interest and penalties as income tax expense, and tax credits as a reduction in income tax expense. With respect to global intangible low-taxed income ("GILTI"), the Company has adopted a policy to account for this provision as a period cost. Also, the Company has adopted the impact of Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU ") 2018-05 in our financial statements. For additional information, see Note 11, Income Taxes. |
Share-Based Compensation | Share-Based Compensation Share-based compensation costs are based on the grant date fair value estimated in accordance with the provisions of ASC Topic 718, Accounting for Share Based Payments, and these costs are recognized over the requisite vesting period. The Black-Scholes option pricing model is used to estimate the fair value of each stock option at the date of grant. Black-Scholes utilizes assumptions related to volatility, the risk-free interest rate, the dividend yield and employee exercise behavior. Expected volatilities utilized in the model are based on the historic volatility of the Company’s stock price. The risk-free interest rate is derived from the U.S. Treasury Yield curve in effect at the time of the grant. The model incorporates exercise and post-vesting forfeiture assumptions based on an analysis of historical data. Market condition stock option awards include both a service period and a market performance vesting condition. The stock options vest if certain stock price targets are met based on the stock price closing at or above the target for 60 consecutive trading days. Vested options may be exercised 25% at the time of vesting, 50% one year from the date of vesting and 100% two years from the date of vesting. These market condition stock option awards are being expensed utilizing a graded method and are subject to forfeiture in the event of employment termination (whether voluntary or involuntary) prior to vesting. To the extent that the market conditions above (stock price targets) are not met, those options will not vest and will forfeit 5 years from the grant date. The Company used a Monte Carlo simulation option pricing model to value these option awards. For additional information, see Note 14, Share-Based Compensation. |
Environmental Compliance And Remediation | Environmental Compliance and Remediation Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to existing conditions caused by past operations, which do not contribute to current or future revenue generation, are expensed. Expenditures that meet the criteria of "Regulated Operations" are capitalized. Liabilities are recorded when environmental assessments and/or remedial efforts are probable and the costs can be reasonably estimated. In accordance with ASC Topic 450, Contingencies, estimated costs are based upon current laws and regulations, existing technology and the most probable method of remediation. |
Foreign Currency Translation | Foreign Currency and Foreign Currency Contracts Our international subsidiaries operate and report their financial results using local functional currencies. Accordingly, all assets, liabilities, revenues, and costs of these subsidiaries are translated into United States ("U.S.") dollars using exchange rates in effect at the end of the relevant periods. The resulting translation adjustments are presented as a separate component of other comprehensive income. We do not provide for U.S. income taxes on foreign currency translation adjustments since we do not provide for such taxes on undistributed earnings of foreign subsidiaries. The Company is exposed to certain risks relating to its ongoing business operations including foreign currency exchange rate risk and interest rate risk. The Company currently uses derivative instruments to manage foreign currency risk on certain business transactions denominated in foreign currencies. To the extent the underlying transactions hedged are completed, these forward contracts do not subject us to significant risk from exchange rate movements because they offset gains and losses on the related foreign currency denominated transactions. These forward contracts do not qualify as hedging instruments and, therefore, do not qualify for fair value or cash flow hedge treatment. Any gains and losses on our contracts are recognized as a component of other expense in our consolidated statements of income. The Company is subject to exchange rate adjustments resulting from foreign currency transactions. Our net foreign exchange losses / (gains) recorded for the years ended December 31, 2019 , 2018 and 2017 were $ (0.4) million , $(1.7) million , and $0.8 million , respectively and are included in other (income) expense in the consolidated statements of income. For additional information, see Note 13, Financing Arrangements. |
Earnings Per Common Share | Earnings Per Common Share Basic earnings per common share is calculated by dividing net income by the number of weighted average common shares outstanding. Diluted earnings per common share is calculated by dividing net income by the weighted average common shares outstanding and assumes the conversion of all dilutive securities when the effects of such conversion would not be anti-dilutive. Earnings per common share and the weighted average number of shares used to compute net earnings per common share, basic and assuming full dilution, are reconciled below (in thousands, except per share data): Year Ended December 31, 2019 2018 2017 Net Income Shares Per Share Amount Net Income Shares Per Share Amount Net Income Shares Per Share Amount Basic EPS $ (133,935 ) 19,903 $ (6.73 ) $ (39,384 ) 19,834 $ (1.99 ) $ 11,789 16,674 $ 0.71 Dilutive securities, principally common stock options — — — — — — — 175 (0.01 ) Diluted EPS $ (133,935 ) 19,903 $ (6.73 ) $ (39,384 ) 19,834 $ (1.99 ) $ 11,789 16,849 $ 0.70 Certain stock options to purchase common shares and restricted stock units ("RSUs") were anti-dilutive. There were 431,165 anti-dilutive stock options, RSUs, and RSUs under our management stock purchase plan for the year ended December 31, 2019 with exercise prices ranging from $33.63 to $71.56 . There were 1,041,454 anti-dilutive stock options and RSUs for the year ended December 31, 2018 with exercise prices ranging from $26.06 to $71.56 . There were 252,001 anti-dilutive stock options and RSUs for the year ended December 31, 2017 with exercise prices ranging from $51.84 to $71.56 . As of December 31, 2019 , there were 11,135 outstanding RSUs that contain rights to nonforfeitable dividend equivalents and are considered participating securities that are included in our computation of basic and fully diluted earnings per share. |
Fair Value | Fair Value ASC Topic 820, Fair Value Measurement, defines fair value and includes a framework for measuring fair value and disclosing fair value measurements in financial statements. Fair value is a market-based measurement rather than an entity-specific measurement. The fair value hierarchy makes a distinction between assumptions developed based on market data obtained from independent sources (observable inputs) and the reporting entity’s own assumptions (unobservable inputs). This hierarchy prioritizes the inputs into three broad levels as follows: Level One : Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets. Level Two : Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level Three : Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Fair value information for those assets and liabilities, including their classification in the fair value hierarchy, is included in: Note 13, Financing Arrangements (for fair value of debt and interest- rate swaps) along with Derivative Financial Instruments (for cross-currency hedges), and Note 16, Retirement Plans (for assets held in trust). Certain pension plan asset investments are measured at fair value using the net asset value per share (or its equivalent) practical expedient (the “NAV”). The carrying amounts of cash and cash equivalents, trade receivables and trade payables approximate fair value because of the short maturity of these financial instruments. Cash equivalents are carried at cost which approximates fair value at the balance sheet date and is a Level 1 financial instrument. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at cost. Depreciation is generally provided on a straight-line basis over the estimated useful lives of the assets, which typically range from 3 to 40 years for buildings and improvements, 1 to 10 years for manufacturing machinery and equipment, and 3 to 7 years for computer equipment and software. Motor vehicles and furniture and fixtures are typically depreciated over 5 years. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Repairs and maintenance costs are expensed as incurred. The Company reports depreciation of property, plant and equipment in cost of revenue and selling, general and administrative expenses based on the nature of the underlying assets. Depreciation primarily related to equipment used in the production of inventory is recorded in cost of revenue. Depreciation related to selling and administrative functions is reported in selling, general and administrative expenses. See Note 9, Property, Plant and Equipment for additional information. |
Research and Development | Research and Development Research and development expenditures, including certain engineering costs, are expensed when incurred and are included in selling, general and administrative expenses. Our research and development expenditures for the years ended December 31, 2019 , 2018 and 2017 were $7.6 million , $8.5 million and $5.2 million , respectively. Sale of Receivables During the third quarter of 2019, the Company entered into a receivables purchasing agreement with a bank whereby the Company can sell selected account receivables and receive between 90% to 100% of the purchase price upfront, net of applicable discount fee, and the residual amount as the receivables are collected. During the year, the Company sold a total of $34.4 million in receivables under the program, receiving $32.2 million in cash. The outstanding purchase price component of $2.2 million was recorded in prepaid expenses and other current assets on the consolidated balance sheet at December 31, 2019. |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Reconciliation Of Earnings Per Share | Earnings Per Common Share Basic earnings per common share is calculated by dividing net income by the number of weighted average common shares outstanding. Diluted earnings per common share is calculated by dividing net income by the weighted average common shares outstanding and assumes the conversion of all dilutive securities when the effects of such conversion would not be anti-dilutive. Earnings per common share and the weighted average number of shares used to compute net earnings per common share, basic and assuming full dilution, are reconciled below (in thousands, except per share data): Year Ended December 31, 2019 2018 2017 Net Income Shares Per Share Amount Net Income Shares Per Share Amount Net Income Shares Per Share Amount Basic EPS $ (133,935 ) 19,903 $ (6.73 ) $ (39,384 ) 19,834 $ (1.99 ) $ 11,789 16,674 $ 0.71 Dilutive securities, principally common stock options — — — — — — — 175 (0.01 ) Diluted EPS $ (133,935 ) 19,903 $ (6.73 ) $ (39,384 ) 19,834 $ (1.99 ) $ 11,789 16,849 $ 0.70 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following table presents the balance sheet information for assets and liabilities held for sale as of December 31, 2019 and December 31, 2018 (in thousands): December 31, 2019 December 31, 2018 Discontinued Operations (1) Other Held for Sale (2) Total Discontinued Operations (1) Other Held for Sale (2) Total Trade accounts receivable, net $ 467 $ 9,935 $ 10,402 $ 16,371 $ 12,341 $ 28,712 Inventories 55,521 13,878 69,399 73,696 3,044 76,740 Prepaid expenses and other current assets 2,867 616 3,483 19,230 1,602 20,832 Property, plant, and equipment, net 6,742 6,409 13,151 12,127 12,542 24,669 Goodwill — 91,492 91,492 8,600 40,372 48,972 Intangibles — — — 1,021 17,209 18,230 Deferred tax asset 778 1,089 1,867 8,556 824 9,380 Other assets 4,793 6,363 11,156 70 7 77 Valuation adjustment on classification to assets held for sale (39,757 ) — (39,757 ) — — — Classified as current (3) 31,411 129,782 161,193 109,297 87,941 197,238 Classified as noncurrent — — — 30,374 — 30,374 Total assets held for sale $ 31,411 $ 129,782 $ 161,193 $ 139,671 $ 87,941 $ 227,612 Accounts payable $ 8,708 $ 5,997 $ 14,705 $ 29,166 $ 3,370 $ 32,536 Accrued and other current liabilities 5,834 2,192 8,026 17,991 5,576 23,567 Deferred income taxes 638 151 789 325 — 325 Other noncurrent liabilities 13,931 5,838 19,769 536 2,195 2,731 Classified as current (3) 29,111 14,178 43,289 47,157 11,141 58,298 Classified as noncurrent — — — 861 — 861 Total liabilities held for sale $ 29,111 $ 14,178 $ 43,289 $ 48,018 $ 11,141 $ 59,159 (1) Reflects the assets and liabilities of the DV disposal group at December 31, 2019, and the assets and liabilities of the DV and EV disposal groups at December 31, 2018. (2) Reflects the assets and liabilities of disposal groups that did not meet the criteria to be classified as discontinued operations. At December 31, 2019, the balances consist of assets and liabilities of the I&S disposal group. At December 31, 2018, the balances consist of assets and liabilities related to the RS disposal group, along with a $4.5 million building that was actively being marketed for sale. The building was sold during 2019. (3) The Company classified all assets and liabilities held for sale as current on the December 31, 2019 consolidated balance sheet because it is probable that these assets will be sold within one year. Similarly, the Company classified all assets and liabilities associated with RS disposal group and a building being marketed for sale as current on the December 31, 2018 consolidated balance sheet. For the assets and liabilities that were reclassified to discontinued operations as of December 31, 2018, the Company maintained the current and noncurrent classification from its historical consolidated balance sheet. The following table presents the summarized components of (loss) income from discontinued operations, for the EV and DV businesses for the twelve months ended December 31, 2019, 2018 and 2017 (in thousands): Twelve Months Ended December 31, 2019 December 31, 2018 December 31, 2017 Net revenues $ 79,848 $ 162,355 $ 156,218 Cost of revenues 105,132 145,908 128,072 Gross (loss) profit (25,284 ) 16,447 28,146 Selling, general and administrative expenses 15,487 23,786 19,723 Special and restructuring charges, net (1) 85,603 4,930 4,162 Operating (loss) income (126,374 ) (12,269 ) 4,261 Other (income) expense: Interest (income), net (8 ) (62 ) (64 ) Other (income) expense, net (378 ) (9 ) 1,852 Total other (income) expense, net (386 ) (71 ) 1,788 (Loss) income from discontinued operations, pre tax (125,988 ) (12,198 ) 2,473 (Benefit from) provision for income tax (16,821 ) (6,161 ) 1,535 (Loss) income from discontinued operations, net of tax $ (109,167 ) $ (6,037 ) $ 938 (1) For the year ended December 31, 2019, includes a valuation allowance of $39.8 million for the DV business, loss on sale of the EV business of $37.9 million, and goodwill and intangible asset impairments related to the DV business of $7.9 million. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Asset and Liability | The opening and closing balances of the Company’s contract assets and contract liabilities balances as of December 31, 2018 and December 31, 2019 , respectively, are as follows (in thousands): December 31, 2019 December 31, 2018 Increase/(Decrease) Trade accounts receivables, net $ 125,422 $ 167,181 $ (41,759 ) Contract assets (1) (2) $ 52,781 $ 46,912 $ 5,869 Contract liabilities (3) (4) (5) $ 35,007 $ 41,951 $ (6,944 ) (1) Recorded within prepaid expenses and other current assets. (2) Contract assets balance as of December 31, 2018 includes $0.4 million associated with the I&S business, which is classified as held for sale as of December 31, 2019. (3) Recorded within accrued expenses and other current liabilities (4) Contract liabilities balance has been adjusted by $1.4 million associated with RS, which the Company divested during the first quarter of 2019. (5) Contract liabilities balance as of December 31, 2018 includes $1.0 million associated with the I&S business, which is classified as held for sale as of December 31, 2019. |
Disaggregation of Revenue | The following tables presents our revenue disaggregated by major product line and geographical market (in thousands): Revenue by Major Product Line Twelve Months Ended December 31, 2019 December 31, 2018 Energy Segment Oil & Gas - Upstream, Midstream & Other $ 54,818 $ 67,738 Oil & Gas - Downstream 186,164 221,139 Total 240,982 288,877 Aerospace & Defense Segment Commercial Aerospace & Other 124,023 105,914 Defense 148,602 131,103 Total 272,625 237,017 Industrial Segment Valves 113,386 117,492 Pumps 337,320 370,084 Total 450,706 487,576 Net Revenue $ 964,313 $ 1,013,470 Revenue by Geographical Market Twelve Months Ended December 31, 2019 December 31, 2018 Energy Segment EMEA $ 83,685 $ 84,174 North America 118,061 158,649 Other 39,236 46,054 Total 240,982 288,877 Aerospace & Defense Segment EMEA 74,657 65,634 North America 172,676 148,968 Other 25,292 22,415 Total 272,625 237,017 Industrial Segment EMEA 209,302 238,177 North America 147,912 151,147 Other 93,492 98,252 Total 450,706 487,576 Net Revenue $ 964,313 $ 1,013,470 |
Business Acquisitions Business
Business Acquisitions Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the acquisition date fair value of the assets acquired and the liabilities assumed: (in thousands) Preliminary Fair Value of Assets Acquired Measurement Period Adjustment Finalized Fair Value of Assets Acquired Cash and cash equivalents (a) $ 63,403 $ — $ 63,403 Restricted cash (a) 1,911 — 1,911 Accounts receivable 77,970 (2,128 ) 75,842 Inventory 79,329 (402 ) 78,927 Prepaid expenses and other current assets 16,937 (1,348 ) 15,589 Property, plant and equipment 115,891 5,033 120,924 Identifiable intangible assets 388,000 (3,000 ) 385,000 Other assets 338 586 924 Accounts payable (46,045 ) 20 (46,025 ) Cash payable to seller (a) (65,314 ) — (65,314 ) Accrued and other expenses (63,115 ) (9,273 ) (72,388 ) Long-term post-retirement liabilities (143,067 ) 2,600 (140,467 ) Other long-term liabilities (11,215 ) — (11,215 ) Deferred tax liabilities (4,479 ) (10,366 ) (14,845 ) Total identifiable net assets 410,544 (18,278 ) 392,266 Goodwill 293,344 8,195 301,539 Total purchase price $ 703,888 $ (10,083 ) $ 693,805 Consideration Base purchase price $ 542,000 $ — $ 542,000 Net working capital and other purchase accounting adjustments 18,121 (6,300 ) 11,821 Common Stock 143,767 (3,783 ) 139,984 Total $ 703,888 $ (10,083 ) $ 693,805 (a) Cash acquired and returned to seller by the second quarter of 2018, net of FX impact of $2.3 million and cash withheld to pay Colfax obligations to foreign taxing authorities of $1.8 million. |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The FH acquisition resulted in the preliminary identification of the following identifiable intangible assets (in thousands): Original Estimate Measurement Period Adjustment Fair Value Weighted average amortization period (in years) Customer relationships $ 215,000 $ — $ 215,000 19 Acquired technologies 107,000 6,000 113,000 20 Trade names 44,000 (3,000 ) 41,000 Indefinite-life Backlog 22,000 (6,000 ) 16,000 4 Total intangible assets $ 388,000 $ (3,000 ) $ 385,000 |
Pro Forma Information | On September 24, 2017, CIRCOR entered into a Purchase Agreement (the “Purchase Agreement”) with Colfax Corporation (“Colfax”). Pursuant to the Purchase Agreement, on December 11, 2017, the Company acquired the fluid handling business of Colfax ("FH") for consideration consisting of $542.0 million in cash, 3,283,424 unregistered shares of the Company's common stock, with a fair value of approximately $ 140.0 million at closing, and the assumption of net pension and post-retirement liabilities of FH. The Company financed the cash consideration through a combination of committed debt financing and cash on hand. During the second quarter of 2018, the shares were registered and sold with all proceeds going to Colfax. FH is a leader in the engineering, development‚ manufacturing‚ distribution‚ service and support of fluid handling systems. With a history dating back to 1860‚ FH is a leading supplier of screw pumps for high demand, severe service applications across a range of markets including general industry, commercial marine, defense, and oil & gas. FH leverages differentiated technology, and provides critical aftermarket customer support, to maintain leading positions in high demand niche markets. The operating results of FH have been split between each of our operating segments, Energy, Aerospace & Defense, and Industrial based upon the end markets of the sub-businesses within FH. The purchase price allocation is based upon a valuation of assets and liabilities that was prepared with assistance from a third party valuation specialist. The purchase accounting was finalized in the fourth quarter of 2018. During 2018, the Company paid Colfax approximately $2.6 million pursuant to a transition services agreement which facilitated the orderly separation of the FH business from Colfax. Colfax was a significant shareholder of the Company during the first six months of 2018. The following table summarizes the acquisition date fair value of the assets acquired and the liabilities assumed: (in thousands) Preliminary Fair Value of Assets Acquired Measurement Period Adjustment Finalized Fair Value of Assets Acquired Cash and cash equivalents (a) $ 63,403 $ — $ 63,403 Restricted cash (a) 1,911 — 1,911 Accounts receivable 77,970 (2,128 ) 75,842 Inventory 79,329 (402 ) 78,927 Prepaid expenses and other current assets 16,937 (1,348 ) 15,589 Property, plant and equipment 115,891 5,033 120,924 Identifiable intangible assets 388,000 (3,000 ) 385,000 Other assets 338 586 924 Accounts payable (46,045 ) 20 (46,025 ) Cash payable to seller (a) (65,314 ) — (65,314 ) Accrued and other expenses (63,115 ) (9,273 ) (72,388 ) Long-term post-retirement liabilities (143,067 ) 2,600 (140,467 ) Other long-term liabilities (11,215 ) — (11,215 ) Deferred tax liabilities (4,479 ) (10,366 ) (14,845 ) Total identifiable net assets 410,544 (18,278 ) 392,266 Goodwill 293,344 8,195 301,539 Total purchase price $ 703,888 $ (10,083 ) $ 693,805 Consideration Base purchase price $ 542,000 $ — $ 542,000 Net working capital and other purchase accounting adjustments 18,121 (6,300 ) 11,821 Common Stock 143,767 (3,783 ) 139,984 Total $ 703,888 $ (10,083 ) $ 693,805 (a) Cash acquired and returned to seller by the second quarter of 2018, net of FX impact of $2.3 million and cash withheld to pay Colfax obligations to foreign taxing authorities of $1.8 million. As illustrated in the table above, during the measurement period we identified certain uncollectible account receivable balances, unsubstantiated prepaid and other assets, certain existence or valuation adjustments to inventory amounts, revised valuation of property, plant, and equipment from our third party specialists, revised valuation of intangibles from our third party specialists, and accrual adjustments primarily relating to a loss contract for which we needed to establish a liability in purchase accounting. Additionally, we settled customary working capital adjustments ( $11.8 million ) with Colfax. The excess of purchase price paid over the fair value of FH's net assets was recorded to goodwill, which is primarily attributable to projected future profitable growth, market penetration, as well as an expanded customer base for the acquired businesses. As of December 31, 2019, approximately 65.5% of goodwill is projected to be deductible for income tax purposes. The FH acquisition resulted in the preliminary identification of the following identifiable intangible assets (in thousands): Original Estimate Measurement Period Adjustment Fair Value Weighted average amortization period (in years) Customer relationships $ 215,000 $ — $ 215,000 19 Acquired technologies 107,000 6,000 113,000 20 Trade names 44,000 (3,000 ) 41,000 Indefinite-life Backlog 22,000 (6,000 ) 16,000 4 Total intangible assets $ 388,000 $ (3,000 ) $ 385,000 During the measurement period, with the help of third party specialists, we adjusted the fair value of the acquired FH intangibles based upon better information regarding discount rates, royalty rates, and more detailed business unit forecasts that was determinable at the time of acquisition. The revised fair value of acquired FH intangibles have been recorded against our FH opening balance sheet during 2018. The fair value of the intangible assets was based on variations of the income approach, which estimates fair value based on the present value of cash flows that the assets are expected to generate. These approaches included the relief-from-royalty method and multi-period excess earnings method, depending on the intangible asset being valued. Customer relationships, backlog, and existing technology are amortized on a cash flow basis which reflects the economic benefit consumed. The trade name was assigned an indefinite life based on the Company’s intention to keep the trade names for an indefinite period of time. Refer to Note 10, Goodwill and Intangibles, net for future expected amortization to be recorded. The results of operations of FH have been included in our consolidated financial statements beginning on the acquisition date and reported within the Industrial segment, with the exception of the U.S. Defense business which is reported in the Aerospace & Defense segment and RS business which is reported in the Energy segment. As disclosed in Note 1, Description of Business, the RS business was sold in January 2019. The consolidated results for the year ended December 31, 2018 include $484.8 million of net revenue and $6.1 million operating loss. The results for the year ended December 31, 2017 include $36.5 million of net revenue and a $1.1 million operating loss. The following unaudited pro forma information presents the combined results of operations as if the acquisition had been completed on January 1, 2017, the beginning of the comparable prior annual reporting period. The unaudited pro forma results include: (i) amortization associated with preliminary estimates for the acquired intangible assets; (ii) interest expense on borrowings in connection with the acquisition; (iii) the associated tax impact on these unaudited pro forma adjustments; and the transaction costs presented in the earliest period (2017). The unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies or the effect of the incremental costs incurred in integrating the two companies. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations (in thousands): (Unaudited) Year ended December 31, 2017 Net Revenues $ 942,760 Net Income $ (6,475 ) |
Special Charges (Tables)
Special Charges (Tables) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | ||
Schedule of Restructuring and Related Costs | 2019 Restructuring Charges (Recoveries), net as of December 31, 2019 Energy Aerospace & Defense Industrial Total Facility related expenses - incurred to date $ (1,785 ) $ 35 $ 327 $ (1,423 ) Employee related expenses - incurred to date 604 560 5,445 6,609 Total restructuring related special charges - incurred to date $ (1,181 ) $ 595 $ 5,772 $ 5,186 2018 Actions Restructuring Charges, net as of December 31, 2018 Energy Aerospace & Defense Industrial Total Facility related expenses - incurred to date $ 1,964 $ — $ — $ 1,964 Employee related expenses - incurred to date 1,552 382 1,536 3,470 Total restructuring related special charges - incurred to date $ 3,516 $ 382 $ 1,536 $ 5,434 2017 Actions Restructuring Charges (Recoveries), net as of December 31, 2018 Energy Aerospace & Defense Total Facility related expenses - incurred to date $ — $ 366 $ 366 Employee related expenses - incurred to date 222 1,892 2,114 Total restructuring related special charges - incurred to date $ 222 $ 2,258 $ 2,480 The 2017 Actions were finalized during 2017. There are no remaining cash payments for these actions. 2016 Actions Restructuring Charges (Recoveries), net as of December 31, 2018 Energy Aerospace & Defense Total Facility related expenses - incurred to date $ (92 ) $ 94 $ 2 Employee related expenses - incurred to date 1,080 1,181 2,261 Total restructuring related special charges - incurred to date $ 988 $ 1,275 $ 2,263 The tables below (in thousands) outline the charges (or any recoveries) associated with restructuring actions recorded for the year ending December 31, 2019, 2018, and 2017. A description of the restructuring actions is provided in the section titled "Restructuring Programs Summary" below. Restructuring Charges (Recoveries), net as of and for the year ended December 31, 2019 Energy Aerospace & Defense Industrial Total Facility related expenses $ (1,785 ) $ 35 $ 327 $ (1,423 ) Employee related expenses 604 560 5,445 6,609 Total restructuring charges, net $ (1,181 ) $ 595 $ 5,772 $ 5,186 Accrued restructuring charges as of December 31, 2018 $ 874 Total year to date charges, net (shown above) 5,186 Charges paid / settled, net (861 ) Accrued restructuring charges as of December 31, 2019 $ 5,199 We expect to make payment or settle the majority of the restructuring charges accrued as of December 31, 2019 during the first half of 2020. Restructuring Charges (Recoveries), net as of and for the year ended December 31, 2018 Energy Aerospace & Defense Industrial Total Facility related expenses $ 854 $ 190 $ — $ 1,044 Employee related expenses 2,807 436 1,561 4,804 Total restructuring charges, net $ 3,661 $ 626 $ 1,561 $ 5,848 Accrued restructuring charges as of December 31, 2017 $ 882 Total year to date charges, net (shown above) 5,848 Charges paid / settled, net (5,856 ) Accrued restructuring charges as of December 31, 2018 $ 874 Restructuring Charges (Recoveries), net as of and for the year ended December 31, 2017 Energy Aerospace & Defense Corporate Total Facility related expenses $ 85 $ 443 $ — $ 528 Employee related expenses (31 ) 2,062 — 2,031 Total restructuring charges, net $ 54 $ 2,505 $ — $ 2,559 Accrued restructuring charges as of December 31, 2016 $ 1,309 Total year to date charges, net (shown above) 2,559 Charges paid / settled, net (2,986 ) Accrued restructuring charges as of December 31, 2017 $ 882 | Special and Restructuring Charges, net Special and Restructuring Charges, net Special and restructuring charges, net consist of restructuring costs (including costs to exit a product line or program) as well as certain special charges such as significant litigation settlements and other transactions (charges or recoveries) that are described below. All items described below are recorded in Special and restructuring charges, net on our consolidated statements of (loss) income. Certain other special and restructuring charges such as inventory related items may be recorded in cost of revenues given the nature of the item. The table below (in thousands) summarizes the amounts recorded within the special and restructuring charges, net line item on the consolidated statements of (loss) income for the periods ending December 31, 2019, 2018, and 2017: Special and Restructuring Charges, net for the year ended December 31, 2019 2018 2017 Special charges, net $ 17,686 $ 13,061 $ 7,330 Restructuring charges, net 5,186 5,848 2,559 Total special and restructuring charges, net $ 22,872 $ 18,909 $ 9,889 Special Charges, net The table below (in thousands) outlines the special charges (recoveries), net recorded for the year ending December 31, 2019: Special Charges (Recoveries), net for the year ended December 31, 2019 Energy Aerospace & Defense Industrial Corporate Total Divestiture- related $ (5,868 ) $ — $ 9,938 $ 1,881 $ 5,951 Professional fees to review and respond to an unsolicited tender offer to acquire the Company — — — 7,345 7,345 Other cost savings initiatives 2,520 — 78 1,792 4,390 Total special charges, net $ (3,348 ) $ — $ 10,016 $ 11,018 $ 17,686 Divestiture-related: The Company incurred net special charges of $ 6.0 million for the twelve months ended December 31, 2019, primarily attributed to a gain on the sale of the RS business (in the Energy segment) and losses in the Industrial segment associated with the sale of our Spence and Nicholson product lines. Corporate costs include certain costs associated with these and other divestiture activity. Professional fees: The Company incurred special charges of $7.3 million for the twelve months ended December 31. 2019, associated with the review and response to an unsolicited tender offer to acquire the Company. The table below (in thousands) outlines the special charges, net recorded for the year ending December 31, 2018: Special Charges, net for the year ended December 31, 2018 Energy Aerospace & Defense Industrial Corporate Total Brazil closure $ 921 $ — $ — $ — $ 921 Acquisition and divestiture related charges — — 1,888 8,278 10,166 Other cost saving initiatives 986 — — 988 1,974 Total special charges, net $ 1,907 $ — $ 1,888 $ 9,266 $ 13,061 Brazil Closure: On November 3, 2015, our Board of Directors approved the closure and exit of our Brazil manufacturing operations due to the economic realities in Brazil and the ongoing challenges with our only significant end customer, Petrobras. CIRCOR Brazil reported substantial operating losses every year since it was acquired in 2011 while the underlying market conditions and outlook deteriorated. In connection with the closure, we recorded $ 0.9 million of charges within the Energy segment during the twelve months ended December 31, 2018, respectively, which relates to losses incurred subsequent to our closure of manufacturing operations during the first quarter of 2016. Acquisition and divestiture related charges: In November 2018, we sold our Rosscor (see Note 1) business for a nominal amount and recorded a $ 1.9 million loss on the transaction. Rosscor was part of the Industrial business. Corporate costs relate to (i) our December 2017 acquisition of FH from Colfax, comprised of internal costs and external professional fees to separate the FH business from Colfax and integrate the FH business into CIRCOR and (ii) $2.2 million of transaction costs related to the January 2019 sale of the RS business (see Note 1). The table below (in thousands) outlines the special charges (recoveries), net recorded for the year ending December 31, 2017: Special Charges (Recoveries), net for the year ended December 31, 2017 Energy Aerospace & Defense Corporate Total Acquisition and divestitures related charges $ 54 $ 3,760 $ 13,096 $ 16,910 Brazil closure 879 — — 879 Contingent consideration revaluation (12,200 ) — — (12,200 ) California Legal Settlement — 2,400 — 2,400 Other cost saving initiatives (329 ) — (330 ) (659 ) Total special charges, net $ (11,596 ) $ 6,160 $ 12,766 $ 7,330 Acquisition and divestiture related charges: • On December 11, 2017, we acquired FH. In connection with our acquisition, we recorded $ 13.1 million of acquisition related professional fees and debt extinguishment fees during the twelve months ended December 31, 2017. • On July 7, 2017, we divested our French non-core aerospace build-to-print business within our Advanced Flow Solutions segment as part of our simplification strategy. We measured the disposal group at its fair value less costs to sell, which was lower than its carrying value, and recorded a $3.8 million charge during the second quarter of 2017. Also, in connection with this disposition we recorded a $1.5 million of severance included as a restructuring charge. Brazil Closure: In connection with the closure of our Brazil manufacturing operations, we recorded $ 0.9 million of charges within the Energy segment during the year ended December 31, 2017, which relates to losses incurred subsequent to our closure of manufacturing operations during the first quarter of 2016. Contingent Consideration Revaluation: On October 12, 2016, we acquired Critical Flow Solutions ("CFS"). The fair value of the earn-out decreased $12.2 million related to the CFS acquisition during the twelve months ended December 31, 2017. The change in fair value during the year ended December 31, 2017 was recorded as a recovery within the special and restructuring charges (recoveries) line on our consolidated statement of (loss) income. The actual achievement of the earn-out was zero and the earn-out period expired on September 30, 2017. California Legal Settlement: We recorded a special charge of $2.4 million during the fourth quarter of 2017 related to settlement of a wage and hour claim in our California Aerospace business. The claim was settled on February 21, 2018. Refer to Note 17, Contingencies, Commitments and Guarantees for additional disclosure. Restructuring Charges, net The tables below (in thousands) outline the charges (or any recoveries) associated with restructuring actions recorded for the year ending December 31, 2019, 2018, and 2017. A description of the restructuring actions is provided in the section titled "Restructuring Programs Summary" below. Restructuring Charges (Recoveries), net as of and for the year ended December 31, 2019 Energy Aerospace & Defense Industrial Total Facility related expenses $ (1,785 ) $ 35 $ 327 $ (1,423 ) Employee related expenses 604 560 5,445 6,609 Total restructuring charges, net $ (1,181 ) $ 595 $ 5,772 $ 5,186 Accrued restructuring charges as of December 31, 2018 $ 874 Total year to date charges, net (shown above) 5,186 Charges paid / settled, net (861 ) Accrued restructuring charges as of December 31, 2019 $ 5,199 We expect to make payment or settle the majority of the restructuring charges accrued as of December 31, 2019 during the first half of 2020. Restructuring Charges (Recoveries), net as of and for the year ended December 31, 2018 Energy Aerospace & Defense Industrial Total Facility related expenses $ 854 $ 190 $ — $ 1,044 Employee related expenses 2,807 436 1,561 4,804 Total restructuring charges, net $ 3,661 $ 626 $ 1,561 $ 5,848 Accrued restructuring charges as of December 31, 2017 $ 882 Total year to date charges, net (shown above) 5,848 Charges paid / settled, net (5,856 ) Accrued restructuring charges as of December 31, 2018 $ 874 Restructuring Charges (Recoveries), net as of and for the year ended December 31, 2017 Energy Aerospace & Defense Corporate Total Facility related expenses $ 85 $ 443 $ — $ 528 Employee related expenses (31 ) 2,062 — 2,031 Total restructuring charges, net $ 54 $ 2,505 $ — $ 2,559 Accrued restructuring charges as of December 31, 2016 $ 1,309 Total year to date charges, net (shown above) 2,559 Charges paid / settled, net (2,986 ) Accrued restructuring charges as of December 31, 2017 $ 882 Restructuring Programs Summary As specific restructuring programs are announced, the amounts associated with that particular action may be recorded in periods other than when announced to comply with the applicable accounting rules. For example, total cost associated with 2017 Actions (as discussed below) were recorded in 2017 and 2018. The amounts shown below reflect the total cost for that restructuring program. During 2019, 2018, 2017, and 2016 we initiated certain restructuring activities, under which we continued to simplify our business ("2019 Actions", "2018 Actions", "2017 Actions", "2016 Actions", respectively). Under these restructurings, we reduced expenses, primarily through reductions in force and closing a number of smaller facilities. Charges associated with the 2019 Actions and the 2018 Actions were recorded during their respective years. Charges associated with the 2017 Actions and 2016 Actions were finalized in 2017. 2019 Restructuring Charges (Recoveries), net as of December 31, 2019 Energy Aerospace & Defense Industrial Total Facility related expenses - incurred to date $ (1,785 ) $ 35 $ 327 $ (1,423 ) Employee related expenses - incurred to date 604 560 5,445 6,609 Total restructuring related special charges - incurred to date $ (1,181 ) $ 595 $ 5,772 $ 5,186 2018 Actions Restructuring Charges, net as of December 31, 2018 Energy Aerospace & Defense Industrial Total Facility related expenses - incurred to date $ 1,964 $ — $ — $ 1,964 Employee related expenses - incurred to date 1,552 382 1,536 3,470 Total restructuring related special charges - incurred to date $ 3,516 $ 382 $ 1,536 $ 5,434 2017 Actions Restructuring Charges (Recoveries), net as of December 31, 2018 Energy Aerospace & Defense Total Facility related expenses - incurred to date $ — $ 366 $ 366 Employee related expenses - incurred to date 222 1,892 2,114 Total restructuring related special charges - incurred to date $ 222 $ 2,258 $ 2,480 The 2017 Actions were finalized during 2017. There are no remaining cash payments for these actions. 2016 Actions Restructuring Charges (Recoveries), net as of December 31, 2018 Energy Aerospace & Defense Total Facility related expenses - incurred to date $ (92 ) $ 94 $ 2 Employee related expenses - incurred to date 1,080 1,181 2,261 Total restructuring related special charges - incurred to date $ 988 $ 1,275 $ 2,263 |
Special and Restructuring Charges, Net [Table Text Block] | The table below (in thousands) summarizes the amounts recorded within the special and restructuring charges, net line item on the consolidated statements of (loss) income for the periods ending December 31, 2019, 2018, and 2017: Special and Restructuring Charges, net for the year ended December 31, 2019 2018 2017 Special charges, net $ 17,686 $ 13,061 $ 7,330 Restructuring charges, net 5,186 5,848 2,559 Total special and restructuring charges, net $ 22,872 $ 18,909 $ 9,889 | |
Special Charges and Recoveries, Net [Table Text Block] | The table below (in thousands) outlines the special charges (recoveries), net recorded for the year ending December 31, 2017: Special Charges (Recoveries), net for the year ended December 31, 2017 Energy Aerospace & Defense Corporate Total Acquisition and divestitures related charges $ 54 $ 3,760 $ 13,096 $ 16,910 Brazil closure 879 — — 879 Contingent consideration revaluation (12,200 ) — — (12,200 ) California Legal Settlement — 2,400 — 2,400 Other cost saving initiatives (329 ) — (330 ) (659 ) Total special charges, net $ (11,596 ) $ 6,160 $ 12,766 $ 7,330 The table below (in thousands) outlines the special charges, net recorded for the year ending December 31, 2018: Special Charges, net for the year ended December 31, 2018 Energy Aerospace & Defense Industrial Corporate Total Brazil closure $ 921 $ — $ — $ — $ 921 Acquisition and divestiture related charges — — 1,888 8,278 10,166 Other cost saving initiatives 986 — — 988 1,974 Total special charges, net $ 1,907 $ — $ 1,888 $ 9,266 $ 13,061 The table below (in thousands) outlines the special charges (recoveries), net recorded for the year ending December 31, 2019: Special Charges (Recoveries), net for the year ended December 31, 2019 Energy Aerospace & Defense Industrial Corporate Total Divestiture- related $ (5,868 ) $ — $ 9,938 $ 1,881 $ 5,951 Professional fees to review and respond to an unsolicited tender offer to acquire the Company — — — 7,345 7,345 Other cost savings initiatives 2,520 — 78 1,792 4,390 Total special charges, net $ (3,348 ) $ — $ 10,016 $ 11,018 $ 17,686 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Asset And Liabilities, Lessee [Table Text Block] | The consolidated balance sheet impact at December 31, 2019 is as follows (in thousands): Assets Operating Finance Gross ROU Assets (1) $ 21,116 $ 3,527 Less: Accumulated Amortization (3,492 ) (338 ) Net ROU Assets $ 17,624 $ 3,189 Liabilities Operating Finance Current (2) $ 3,042 $ 504 Non-current (3) 14,317 2,744 Total Lease Liabilities $ 17,359 $ 3,248 (1) Operating and finance ROU assets are included within other assets on the balance sheet. (2) The current portion of operating and finance lease liabilities are recorded within accrued expenses and other current liabilities on the balance sheet. (3) The non-current portion of operating and finance lease liabilities are recorded within other non-current liabilities on the balance sheet. |
Lease, Cost [Table Text Block] | The components of lease costs are as follows (in thousands): Twelve Months Ended Lease Costs December 31, 2019 Operating lease cost (1) $ 5,071 Finance lease cost Amortization of leased assets (2) 251 Interest on lease liabilities (3) 40 Total finance lease costs 291 Total lease cost $ 5,362 (1) Operating lease costs are recorded within selling, general and administrative expenses or cost of revenue within the consolidated statements of (loss) income depending upon the nature of the underlying lease. (2) Finance lease amortization costs are recorded in selling, general and administrative expenses within the consolidated statements of (loss) income. (3) Finance lease interest costs are recorded in interest expense, net within the consolidated statements of (loss) income. Supplemental cash flow information related to leases are as follows (in thousands): Twelve Months Ended Other Information December 31, 2019 Operating Activities Noncash lease expense on operating ROU assets $ (17,625 ) Amortization expense on finance ROU assets 251 Change in total operating lease liabilities 17,359 Principal paid on operating lease liabilities (4,301 ) Total Operating Activities $ (4,316 ) Financing Activities Principal paid on finance lease liabilities $ (281 ) Supplemental Interest Paid on finance lease liabilities $ 40 The weighted average remaining lease term and discount rates are as follows: Lease Term and Discount Rate December 31, 2019 Weighted average remaining lease term (years) Operating leases 6.7 Finance leases 6.8 Weighted average discount rate (percentage) Operating leases 4.6 % Finance leases 2.0 % |
Finance Lease, Liability, Maturity [Table Text Block] | The estimated future minimum lease payments only include obligations for which we are reasonably certain to exercise our renewal option. Such future payments are as follows (in thousands): Maturity of Lease Liabilities Operating Finance Total 2020 $ 3,994 $ 526 $ 4,520 2021 3,338 526 3,864 2022 2,994 515 3,509 2023 2,272 515 2,787 2024 1,761 499 2,260 After 2024 6,834 942 7,776 Less: Interest (3,834 ) (275 ) (4,109 ) Present value of lease liabilities $ 17,359 $ 3,248 $ 20,607 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | The estimated future minimum lease payments only include obligations for which we are reasonably certain to exercise our renewal option. Such future payments are as follows (in thousands): Maturity of Lease Liabilities Operating Finance Total 2020 $ 3,994 $ 526 $ 4,520 2021 3,338 526 3,864 2022 2,994 515 3,509 2023 2,272 515 2,787 2024 1,761 499 2,260 After 2024 6,834 942 7,776 Less: Interest (3,834 ) (275 ) (4,109 ) Present value of lease liabilities $ 17,359 $ 3,248 $ 20,607 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory, Net [Abstract] | |
Components Of Inventory | Inventories consisted of the following (in thousands): December 31, 2019 2018 Raw materials $ 65,315 $ 66,391 Work in process 53,891 58,911 Finished goods 18,103 18,380 Inventories $ 137,309 $ 143,682 We regularly review inventory quantities on hand and record a provision to write-down excess and obsolete inventory to its estimated net realizable value, if less than cost, based primarily on our estimated forecast of product demand. Once our inventory value is written-down a new cost basis has been established. For 2019, 2018 and 2017, our charges for acquisition inventory step-up amortization, excess and obsolete inventory and net realizable value reserves totaled $ 0.4 million , $ 7.7 million and $ 7.2 million , respectively. |
Property, Plant And Equipment (
Property, Plant And Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Components of Property, Plant and Equipment | Property, plant and equipment consisted of the following (in thousands): December 31, 2019 2018 Land $ 31,136 $ 32,189 Buildings and improvements 82,149 82,728 Manufacturing machinery and equipment 126,942 146,022 Computer equipment and software 35,536 34,180 Furniture and fixtures 11,980 22,928 Vehicles 584 223 Construction in progress 12,597 17,647 Property, plant and equipment, at cost 300,924 335,917 Less: Accumulated depreciation (128,745 ) (146,245 ) Property, plant and equipment, at cost, net $ 172,179 $ 189,672 |
Goodwill And Other Intangible_2
Goodwill And Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill by Segment | The following table shows goodwill by segment as of December 31, 2019 and 2018 (in thousands): Energy Aerospace & Defense Industrial Consolidated Total Goodwill as of December 31, 2018 $ 96,272 $ 57,418 $ 296,915 $ 450,605 Business divestiture — — (85,474 ) (85,474 ) Reclassification of Instrumentation & Sampling to assets held for sale (91,492 ) — — (91,492 ) Currency translation adjustments (4,780 ) (33 ) 3,067 (1,746 ) Goodwill as of December 31, 2019 $ — $ 57,385 $ 214,508 $ 271,893 Energy Aerospace & Defense Industrial Consolidated Total Goodwill as of December 31, 2017 $ 145,458 $ 62,548 $ 289,156 $ 497,162 Held for sale (40,372 ) — — (40,372 ) Measurement Period adjustments related to acquisitions (4,742 ) (5,046 ) 17,984 8,196 Business divestiture — — (3,394 ) (3,394 ) Currency translation adjustments (4,072 ) (84 ) (6,831 ) (10,987 ) Goodwill as of December 31, 2018 $ 96,272 $ 57,418 $ 296,915 $ 450,605 |
Gross Intangible Assets and Related Accumulated Amortization | The tables below present gross intangible assets and the related accumulated amortization (in thousands): December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Value Patents $ 5,368 $ (5,368 ) $ — Customer relationships 300,284 (83,411 ) 216,873 Order backlog 22,789 (20,517 ) 2,272 Acquired technology 134,731 (43,890 ) 90,841 Other 341 (341 ) — Total Amortized Assets $ 463,513 $ (153,527 ) $ 309,986 Non-amortized intangibles (primarily trademarks and trade names) $ 75,556 $ — $ 75,556 Net Carrying Value of Intangible assets $ 385,542 December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Carrying Value Patents $ 5,399 $ (5,399 ) $ — Customer relationships 305,866 (56,133 ) 249,733 Order backlog 23,354 (18,746 ) 4,608 Acquired technology 133,247 (23,883 ) 109,364 Other 4,599 (4,195 ) 404 Total Amortized Assets $ 472,465 $ (108,356 ) $ 364,109 Non-amortized intangibles (primarily trademarks and trade names) $ 76,172 $ — $ 76,172 Net Carrying Value of Intangible assets $ 440,281 |
Estimated Future Amortization Expense | The table below presents estimated future amortization expense for intangible assets recorded as of December 31, 2019 (in thousands): 2020 2021 2022 2023 2024 After 2025 Estimated amortization expense $ 43,251 $ 41,314 $ 36,310 $ 31,839 $ 27,982 $ 129,290 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Components Of Deferred Income Tax Liabilities And Assets | The significant components of our deferred income tax liabilities and assets were as follows (in thousands): December 31, 2019 2018 Deferred income tax (liabilities): Accrued expenses $ (971 ) $ — Bad Debt (260 ) — Fixed Assets (14,044 ) (6,343 ) Intangible Assets (54,032 ) (73,558 ) Inventory (1,121 ) — Other (697 ) 151 Pension (210 ) — Total deferred income tax liabilities (71,335 ) (79,750 ) Deferred income tax assets: Accrued expenses 5,202 15,153 Bad Debt 2,247 (2,069 ) Equity Compensation 3,373 4,760 Intangible Assets 4 — Inventory 7,439 4,696 Other 11,510 307 Net operating loss and credit carry-forward 23,124 26,298 Pension 32,901 29,400 Interest 9,836 5,067 Total deferred income tax assets 95,636 83,612 Valuation allowance (14,303 ) (17,562 ) Deferred income tax asset, net of valuation allowance 81,333 66,050 Deferred income tax (liability)/asset, net $ 9,998 $ (13,700 ) |
Components Of Pre-Tax Income (Loss) | The (benefit from) provision for income taxes is based on the following pre-tax income (in thousands): Year Ended December 31, 2019 2018 2017 Domestic $ (45,209 ) $ (71,059 ) $ (4,406 ) Foreign 35,117 47,163 8,046 (Loss) income before income taxes $ (10,092 ) $ (23,896 ) $ 3,640 |
Provision (Benefit) For Income Taxes | The provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2019 2018 2017 Current provision: Federal - U.S. $ — $ — $ (447 ) Foreign 17,522 11,583 4,586 State -U.S. 594 235 442 Total current $ 18,116 $ 11,818 $ 4,581 Deferred provision (benefit): Federal - U.S. $ 8,414 $ 621 $ (6,764 ) Foreign (11,768 ) (1,323 ) (4,640 ) State -U.S. (86 ) (1,665 ) (388 ) Total (benefit) deferred (3,440 ) (2,367 ) (11,792 ) Total (benefit) provision for income taxes $ 14,676 $ 9,451 $ (7,211 ) |
Reconciliation Of Effective Income Tax Rate | Actual income taxes reported from operations were different from those that would have been computed by applying the federal statutory tax rate to income before income taxes. The expense for income taxes differed from the U.S. statutory rate due to the following: Year Ended December 31, 2019 2018 2017 Expected federal income tax rate 21.0 % 21.0 % 35.0 % State income taxes, net of federal tax benefit 15.5 3.8 (5.7 ) US permanent differences (1.6 ) (1.0 ) 22.7 Foreign tax rate differential and credits (26.0 ) (7.6 ) (66.4 ) Unbenefited foreign losses (0.5 ) (5.5 ) — Tax reserve (0.3 ) 1.3 (27.0 ) Rate Change 5.9 — (13.9 ) GILTI (3.9 ) (20.7 ) — Intercompany financing 30.4 12.7 (17.8 ) Foreign tax credit writeoff — (45.6 ) — Foreign-derived intangible income ("FDII") 10.7 0.1 — Prior period adjustment 44.1 4.3 (0.6 ) Dispositions (227.0 ) — 4.7 Other, net (16.0 ) (0.8 ) 3.9 Equity compensation (10.8 ) (4.2 ) (2.7 ) Release of contingent consideration — — (113.9 ) Research and development 13.1 2.7 (14.0 ) Effective tax rate (145.4 )% (39.5 )% (195.7 )% |
Summary of Valuation Allowance | The following table provides a summary of the changes in the deferred tax valuation allowance for the years ended December 31, 2019 , 2018 , and 2017 (in thousands): December 31, 2019 2018 2017 Deferred tax valuation allowance at January 1 $ 17,562 $ 22,067 $ 3,028 Additions — 10,960 712 Acquired 150 (15,431 ) 18,494 Deductions (2,838 ) (34 ) (167 ) Reclass to assets available for sale (571 ) — — Deferred tax valuation allowance at December 31 $ 14,303 $ 17,562 $ 22,067 |
Reconciliation Of Total Gross Unrecognized Tax Benefits | December 31, 2019 2018 2017 Balance beginning January 1 $ 593 $ 3,014 $ 3,000 Additions/(reductions) for tax positions of prior years — (460 ) (7 ) Additions/(reductions) based on tax positions related to current year 37 (340 ) (65 ) Acquired uncertain tax position balance — (512 ) 1,221 Settlements — (1,103 ) (338 ) Lapse of statute of limitations — (6 ) (978 ) Currency movement — — 181 Balance ending December 31 $ 630 $ 593 $ 3,014 |
Accrued Expenses And Other Cu_2
Accrued Expenses And Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Accrued Expenses And Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2019 2018 Customer deposits and obligations $ 24,006 $ 25,251 Commissions payable and sales incentive 2,472 3,517 Penalty accruals 1,847 1,957 Warranty reserve 1,642 2,980 Professional fees 2,318 2,775 Taxes other than income tax 3,551 2,913 Other Contract Liabilities 9,153 14,646 Income tax payable 5,521 3,529 Other 43,659 34,928 Total accrued expenses and other current liabilities $ 94,169 $ 92,496 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule Of Long-Term Debt | Long-term debt consisted of the following (in thousands): December 31, 2019 2018 Term Loan at interest rates ranging from 5.24%-6.0% in 2019 and 4.93%-5.92% in 2018 $ 653,850 $ 777,150 Line of Credit at interest rates ranging from 5.65%-8.00% in 2019 and 4.93%-8.00% in 2018 — 29,900 Total Principal Debt Outstanding 653,850 807,050 Less: Term Loan Debt Issuance Costs 17,553 21,013 Less: Current Portion — 7,850 Total Long-Term Debt, net $ 636,297 $ 778,187 |
Schedule of Financing Receivables, Minimum Payments [Table Text Block] | 2020 2021 2022 2023 2024 Thereafter Minimum principal payments $ — $ — $ — $ — $ 653,850 $ — |
Schedule of Derivative Assets at Fair Value [Table Text Block] | The aggregate net fair value of the interest rate swap and cross currency swap as of December 31, 2019 are summarized in the table below: Significant Other Observable Inputs Level 2 Derivative asset $ 476 Derivative liabilities $ (9,168 ) |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | The aggregate net fair value of the interest rate swap and cross currency swap as of December 31, 2019 are summarized in the table below: Significant Other Observable Inputs Level 2 Derivative asset $ 476 Derivative liabilities $ (9,168 ) |
Reclassification out of Accumulated Other Comprehensive Income [Table Text Block] | The amount of gain (loss) recognized in other comprehensive (loss) income ("OCI") and reclassified from accumulated other comprehensive (loss) income ("AOCI") to income are summarized below: Twelve Months Ended December 31, 2019 December 31, 2018 Amount of gain (loss) recognized in OCI $ (8,580 ) $ (2,000 ) Amount of gain (loss) reclassified from AOCI into income $ (1,583 ) $ (1,600 ) The realized loss was reclassified from OCI to interest expense as interest expense was accrued on the swap during the twelve months ended December 31, 2019 and December 31, 2018. At December 31, 2019, amounts expected to be reclassified from AOCI into interest expense in the next 12 months is a loss of $4.0 million. The Company recorded a long term deferred tax asset of $2.1 million and $0.5 million on our balance sheet as of December 31, 2019 and December 31, 2018, respectively. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule Of Estimated Weighted-Average Assumptions Of Stock Options | The Company uses the Black Scholes pricing model to value the option awards. The average fair value of stock options granted during the years ended December 31, 2019, 2018, and 2017 of $11.84 , $14.68 , and $19.36 , respectively, was estimated using the following weighted-average assumptions: Year Ended December 31, 2019 2018 2017 Risk-free interest rate 2.6 % 2.5 % 1.7 % Expected life (years) 4.3 4.3 4.4 Expected stock volatility 38.1 % 37.2 % 35.1 % Expected dividend yield — % — % 0.2 % |
Stock-Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary Of Stock Options Granted To Employees And Non-Employee Directors | A summary of the status of all stock options and RSU awards granted to employees and non-employee directors as of December 31, 2019 and changes during the year are presented in the table below: December 31, 2019 Stock Options RSU Awards RSU MSPs Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Options and awards outstanding at beginning of period 742,658 $ 50.26 226,683 $ 45.66 72,113 $ 32.25 Granted 153,726 $ 33.63 205,291 $ 32.92 56,379 $ 22.53 Exercised (6,516 ) $ 38.89 (59,450 ) $ 44.06 (16,866 ) $ 28.81 Forfeited (108,013 ) $ 68.79 (97,565 ) $ 39.99 (5,024 ) $ 26.34 Expired (69,355 ) $ 52.35 — — — Options and awards outstanding at end of period 712,500 $ 43.76 274,959 $ 38.51 106,602 $ 28.06 Options and awards exercisable at end of period 457,778 $ 46.12 5,689 $ 51.71 5,446 $ 31.90 |
RSU MSPs [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summarized Information About RSUs Outstanding | The following table summarizes information about equity awards outstanding at December 31, 2019 : Equity Awards Outstanding Equity Awards Exercisable (shares and aggregate intrinsic value in thousands) Awards Average Share Price * Aggregate Intrinsic Value Remaining Term ** Awards Average Share Price * Aggregate Intrinsic Value Remaining Term ** Stock Options 712,500 43.76 $ 4,042 4.1 457,778 46.12 $ 1,874 3.2 Restricted Stock Unit Awards 274,959 38.51 $ 12,714 1.7 5,689 51.71 $ 263 0.5 RSU MSPs 106,602 28.06 $ 1,938 1.4 5,446 31.90 $ 78 0.1 * Weighted-average exercise price per share for options and weighted- average grant date price for RSUs. ** Weighted-average contractual remaining term in years. |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits, Description [Abstract] | |
Components Of Net Benefit Expense | : Pension Benefits Other Post-retirement Benefits Year Ended December 31, Year Ended December 31, 2019 2018 2017 2019 2018 2017 Components of net periodic benefit cost: Service cost $ 2,694 $ 2,993 $ 181 $ 2 $ 1 $ — Interest cost 10,061 9,164 2,158 359 336 20 Expected return on assets (11,979 ) (15,418 ) (2,994 ) — — — Net periodic benefit cost 776 (3,261 ) (655 ) 361 337 20 Net loss (gain) amortization 441 153 735 (32 ) — — Prior service cost amortization 15 — — — — — Total amortization 456 153 735 (32 ) — — Net periodic benefit cost $ 1,232 $ (3,108 ) $ 80 $ 329 $ 337 $ 20 The cost of our 401(k) plan is outlined below (in thousands): Year Ended December 31, 2019 2018 2017 Cost of 401(k) plan $ 3,428 $ 1,847 $ 1,978 |
Weighted Average Assumptions Used In Determining Net Periodic Benefit Cost And Benefit Obligations | The weighted average assumptions used in determining the net periodic benefit cost and benefit obligations for the post-retirement plans are shown below: Pension Benefits Other Post-retirement Benefits Year Ended December 31, Year Ended December 31, 2019 2018 2017 2019 2018 2017 Net periodic benefit cost (1): Discount rate – U.S. 3.93% 3.27% 3.86% 4.10% 3.48% 3.63% Discount rate – Foreign 2.00% 1.97% N/A N/A N/A N/A Expected return on plan assets - U.S. (2) 6.25% 7.00% 7.25% N/A N/A N/A Expected return on plan assets - Foreign 3.70% 3.53% N/A N/A N/A N/A Rate of compensation increase - Foreign 3.15% 3.11% N/A N/A N/A N/A Benefit obligations: Discount rate – U.S. 2.83% 3.93% 3.27% 3.05% 4.10% 3.48% Discount rate – Foreign 1.24% 2.00% 1.97% N/A N/A N/A Rate of compensation increase - Foreign 3.09% 3.14% 3.11% N/A N/A N/A (1) 2017 Assumption excludes those that would have been applicable for 21 days of CIRCOR's ownership of FH. (2) 2017 excludes estimate of return on assets still held in the prior plan which had an expected long-term return on plan assets for the time since acquisition of 6.25% for 2017 for which CIRCOR is entitled to its portion of the return. |
Schedule of Defined Benefit Plans Disclosures | The funded status of the defined benefit post-retirement plans and amounts recognized in the consolidated balance sheets, measured as of December 31, 2019 and December 31, 2018 were as follows (in thousands): Pension Benefits Other Post-retirement Benefits December 31, December 31, 2019 2018 2019 2018 Change in projected benefit obligation: Balance at beginning of year $ 363,334 $ 399,638 $ 10,276 $ 11,685 Service cost 2,694 2,993 2 1 Interest cost 10,061 9,164 359 336 Amendments — 341 — — Actuarial loss (gain) 37,243 (16,081 ) (12 ) (1,166 ) Exchange rate (gain) / loss (1,692 ) (9,661 ) — — Benefits paid (24,533 ) (23,060 ) (432 ) (580 ) Settlement payments (3,451 ) — — — Curtailments (1) (1,477 ) — — — Balance at end of year $ 382,179 $ 363,334 $ 10,193 $ 10,276 Change in fair value of plan assets: Balance at beginning of year $ 210,993 $ 247,583 $ — $ — Actual return on assets 46,665 (15,183 ) — (580 ) Exchange rate (gain) / loss 935 (2,430 ) — — Benefits paid (24,533 ) (23,060 ) (432 ) — Settlement payments (3,451 ) — — — Employer contributions 4,688 4,083 432 580 Fair value of plan assets at end of year (2) $ 235,297 $ 210,993 $ — $ — Funded status: Excess of benefit obligation over the fair value of plan assets $ (146,882 ) $ (152,341 ) $ (10,193 ) $ (10,276 ) Pension plan accumulated benefit obligation (“ABO”) $ 382,179 $ 363,334 N/A N/A (1) On December 31, 2019, the Company transitioned its defined benefit plan in Norway to a defined contribution plan. (2) Refer to table below for further disclosure regarding the fair value of our plan assets. The fair values of the Company’s pension plan assets as of December 31, 2019 and 2018 utilizing the fair value hierarchy were as follows (in thousands): December 31, 2019 December 31, 2018 Measured at Net Asset Value (1) Level 1 Level 2 Total Measured at Net Asset Value (1,2) Level 1 Level 2 Total U.S. Plans: Cash Equivalents: Money Market Funds $ 2,284 $ — $ — $ 2,284 $ 3,831 $ — $ — $ 3,831 Mutual Funds: Bond Funds — — — — — — — — Large Cap Funds — — — — — — — — International Funds 28,036 — — 28,036 20,295 — — 20,295 Small Cap Funds — — — — — — — — Blended Funds — — — — — — — — Mid Cap Funds — — — — — — — — Comingled Pools: Opportunistic 12,480 — — 12,480 15,461 — — 15,461 Investment Grade 62,134 — — 62,134 51,340 — — 51,340 Non-U.S. Equity 20,363 — — 20,363 17,432 — — 17,432 U.S. Equity 81,209 — — 81,209 70,059 — — 70,059 Global Low Volatility 1,396 — — 1,396 5,400 — — 5,400 Insurance Contracts — — 806 806 — — — — Foreign Plans: Cash — 42 — 42 — 22 — 22 Equity 10,742 — — 10,742 8,623 — — 8,623 Non-U.S. government and corporate bonds 15,504 — — 15,504 13,569 — — 13,569 Insurance Contracts 271 — 30 301 240 — 3,542 3,782 Other — — — — — — 368 368 Total Fair Value $ 234,419 $ 42 $ 836 $ 235,297 $ 206,250 $ 22 $ 3,910 $ 210,182 (1) Certain investments that are measured at fair value using NAV have not been classified in the fair value hierarchy. These investments, consisting of common/collective trusts, are valued using the NAV provided by the Trustee. The NAV is based on the underlying investments held by the fund that are traded in an active market, less its liabilities. These investments are able to be redeemed in the near-term. (2) $0.8 million of pension plan asset receivable was excluded from the fiscal year 2018 leveling table above as CIRCOR did not yet control the assets. In fiscal year 2019, the Company reimbursed Colfax $2.2 million from plan assets related to 2018 pension benefits paid, expenses and lost investment return on those payments. The following information is presented as of December 31, 2019 and 2018 (in thousands): Pension Benefits Other Post-retirement Benefits 2019 2018 2019 2018 Funded status, end of year: Fair value of plan assets $ 235,297 $ 210,993 $ — $ — Projected Benefit obligation (382,179 ) (363,334 ) (10,193 ) (10,276 ) Net pension liability $ (146,882 ) $ (152,341 ) $ (10,193 ) $ (10,276 ) Post-retirement amounts recognized in the balance sheet consists of: Non-current asset $ 3,917 $ 1,776 $ — $ — Current liability (3,998 ) (3,494 ) (669 ) (701 ) Non-current liability (146,801 ) (150,623 ) (9,524 ) (9,575 ) Total $ (146,882 ) $ (152,341 ) $ (10,193 ) $ (10,276 ) Amounts recognized in accumulated other comprehensive income consist of: Net losses $ 30,872 $ 28,497 $ (883 ) $ (902 ) Prior service cost 322 325 — — Total $ 31,194 $ 28,822 $ (883 ) $ (902 ) Estimated future benefit expense to be recognized in other comprehensive income (loss): 2020 Amortization of net losses $ 277 Prior service cost 16 Total $ 293 |
Expected Benefit Payments | As of December 31, 2019 , the benefit payments expected to be paid in each of the next five years and the aggregate for the five fiscal years thereafter were as follows (in thousands): 2020 2021 2022 2023 2024 Thereafter Pension Benefits - All Plans $ 23,055 $ 22,799 $ 22,516 $ 22,238 $ 21,789 $ 101,297 Other Post-retirement Benefits 669 652 618 596 569 2,560 Expected benefit payments $ 23,724 $ 23,451 $ 23,134 $ 22,834 $ 22,358 $ 103,857 |
Schedule of Effect of One-Percentage-Point Change in Assumed Health Care Cost Trend Rates [Table Text Block] | 1% Increase 1% Decrease Effect on total service and interest cost components for the year ended December 31, 2019 $ 50 $ (40 ) Effect on post-retirement benefit obligation at December 31, 2019 1,359 (1,102 ) |
Schedule of Changes in Fair Value of Plan Assets [Table Text Block] | The fair values of the Company’s pension plan assets as of December 31, 2019 and 2018 utilizing the fair value hierarchy were as follows (in thousands): December 31, 2019 December 31, 2018 Measured at Net Asset Value (1) Level 1 Level 2 Total Measured at Net Asset Value (1,2) Level 1 Level 2 Total U.S. Plans: Cash Equivalents: Money Market Funds $ 2,284 $ — $ — $ 2,284 $ 3,831 $ — $ — $ 3,831 Mutual Funds: Bond Funds — — — — — — — — Large Cap Funds — — — — — — — — International Funds 28,036 — — 28,036 20,295 — — 20,295 Small Cap Funds — — — — — — — — Blended Funds — — — — — — — — Mid Cap Funds — — — — — — — — Comingled Pools: Opportunistic 12,480 — — 12,480 15,461 — — 15,461 Investment Grade 62,134 — — 62,134 51,340 — — 51,340 Non-U.S. Equity 20,363 — — 20,363 17,432 — — 17,432 U.S. Equity 81,209 — — 81,209 70,059 — — 70,059 Global Low Volatility 1,396 — — 1,396 5,400 — — 5,400 Insurance Contracts — — 806 806 — — — — Foreign Plans: Cash — 42 — 42 — 22 — 22 Equity 10,742 — — 10,742 8,623 — — 8,623 Non-U.S. government and corporate bonds 15,504 — — 15,504 13,569 — — 13,569 Insurance Contracts 271 — 30 301 240 — 3,542 3,782 Other — — — — — — 368 368 Total Fair Value $ 234,419 $ 42 $ 836 $ 235,297 $ 206,250 $ 22 $ 3,910 $ 210,182 (1) Certain investments that are measured at fair value using NAV have not been classified in the fair value hierarchy. These investments, consisting of common/collective trusts, are valued using the NAV provided by the Trustee. The NAV is based on the underlying investments held by the fund that are traded in an active market, less its liabilities. These investments are able to be redeemed in the near-term. (2) $0.8 million of pension plan asset receivable was excluded from the fiscal year 2018 leveling table above as CIRCOR did not yet control the assets. In fiscal year 2019, the Company reimbursed Colfax $2.2 million from plan assets related to 2018 pension benefits paid, expenses and lost investment return on those payments. |
Contingencies, Commitments An_2
Contingencies, Commitments And Guarantees (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Standby Letters Of Credit Instruments | The following table contains information related to standby letters of credit instruments outstanding as of December 31, 2019 (in thousands): Term Remaining Maximum Potential Future Payments 0–12 months $ 27,236 Greater than 12 months 14,754 Total $ 41,990 |
Guarantees And Indemnificatio_2
Guarantees And Indemnification Obligations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Guarantees And Indemnification Obligations [Abstract] | |
Product Warranty Reserves | The following table sets forth information related to our product warranty reserves for the years ended December 31, 2019 and 2018 (in thousands): December 31, 2019 2018 Balance beginning January 1 (1) $ 2,860 $ 3,564 Provisions 1,894 2,643 Claims settled (2,830 ) (2,800 ) Acquired reserves/other (11 ) (347 ) Currency translation adjustment (271 ) (80 ) Balance ending December 31 $ 1,642 $ 2,980 (1) The December 31, 2018 ending balance includes $0.1 million in warranty reserves related to the I&S business, which was classified as held for sale at December 31, 2019. The January 1, 2019 beginning balance along with the current year activity has been adjusted to remove the effect of the I&S business. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Reportable Segment Information | The following table presents certain reportable segment information (in thousands): As of and for the year ended December 31, 2019 2018 2017 Net revenues Energy $ 240,982 $ 288,877 $ 183,399 Aerospace & Defense 272,625 237,017 182,983 Industrial 450,706 487,576 139,110 Consolidated revenues $ 964,313 $ 1,013,470 $ 505,492 Segment income Energy - Segment Operating Income $ 30,394 $ 38,779 $ 21,708 Aerospace & Defense - Segment Operating Income 52,480 36,047 23,375 Industrial - Segment Operating Income 52,188 57,340 19,932 Corporate expenses (25,262 ) (30,299 ) (21,744 ) Subtotal 109,800 101,867 43,271 Special restructuring charges, net 5,186 5,848 2,559 Special other charges, net 17,686 13,061 7,330 Special and restructuring charges, net 22,872 18,909 9,889 Restructuring related inventory charges (820 ) 346 — Amortization of inventory step-up — 6,600 4,300 Acquisition amortization 45,715 47,310 12,542 Acquisition depreciation 4,352 7,049 233 Restructuring and other cost, net 49,247 61,305 17,075 Consolidated Operating Income 37,681 21,653 16,307 Interest Expense, net (a) 48,609 52,975 10,841 Other Expense (Income), net (a) (836 ) (7,426 ) 1,826 (Loss) income from continuing operations before income taxes $ (10,092 ) $ (23,896 ) $ 3,640 Identifiable assets Energy $ 355,870 $ 882,630 $ 837,492 Aerospace & Defense 426,405 399,102 375,094 Industrial 1,405,056 1,279,048 1,408,217 Corporate (716,386 ) (769,168 ) (714,004 ) Consolidated Identifiable assets $ 1,470,945 $ 1,791,612 $ 1,906,799 Capital expenditures Energy $ 1,766 $ 4,814 $ 2,631 Aerospace & Defense 4,376 4,739 3,400 Industrial 5,757 9,813 5,928 Corporate 1,074 1,787 1,378 Consolidated Capital expenditures $ 12,973 $ 21,153 $ 13,337 Depreciation and amortization Energy $ 11,012 $ 13,785 $ 9,515 Aerospace & Defense 11,531 10,937 4,325 Industrial 46,564 49,939 11,881 Corporate 529 750 1,313 Consolidated Depreciation and amortization $ 69,636 $ 75,411 $ 27,034 |
Net Revenues By Geographic Area | Year Ended December 31, Net revenues by geographic area (in thousands) 2019 2018 2017 United States $ 412,686 $ 430,575 $ 234,684 France 49,724 48,344 41,584 Germany 96,232 97,526 32,092 Canada 25,963 33,531 15,715 Saudi Arabia 11,562 9,643 6,260 United Kingdom 36,760 35,869 25,217 China 32,779 35,732 15,056 Norway 23,045 15,009 10,803 Rest of Europe 111,852 101,787 48,849 Rest of Asia-Pacific 96,711 86,261 44,816 Other 66,999 119,193 30,416 Total net revenues $ 964,313 $ 1,013,470 $ 505,492 |
Long-Lived Assets By Geographic Area | December 31, Long-lived assets by geographic area (in thousands) 2019 2018 United States $ 90,136 $ 117,784 Germany 52,843 41,852 UK 11,510 11,330 India 8,319 8,535 France 3,130 3,271 Other 6,241 6,900 Total long-lived assets $ 172,179 $ 189,672 |
Other (Income) Expense, Net (Ta
Other (Income) Expense, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |
Schedule of Other (Income) Expense, Net | The following table outlines other (income) expense, net (in thousands): December 31, 2019 2018 2017 Pension - Interest cost $ 10,061 $ 9,164 $ — Pension - Expected return on assets (11,979 ) (15,418 ) — Foreign Currency Translations (395 ) (1,677 ) 790 Other 1,477 505 1,036 Other (income) expense, net $ (836 ) $ (7,426 ) $ 1,826 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in accumulated other comprehensive loss, net of tax, which is reported as a component of shareholders' equity, for the year ended December 31, 2019, 2018 and 2017 (in thousands): Foreign Currency Translation Adjustments Pension, net Derivative Total Balance as of December 31, 2016 $ (62,704 ) $ (13,557 ) $ — $ (76,261 ) Other comprehensive income 34,119 5,412 — 39,531 Balance as of December 31, 2017 (28,585 ) (8,145 ) — (36,730 ) Other comprehensive loss (20,523 ) (10,970 ) (1,516 ) (33,009 ) Balance as of December 31, 2018 (49,108 ) (19,115 ) (1,516 ) (69,739 ) Other comprehensive loss (4,740 ) (398 ) (5,390 ) (10,528 ) Balance as of December 31, 2019 $ (53,848 ) $ (19,513 ) $ (6,906 ) $ (80,267 ) |
Schedule of Error Corrections and Prior Period Adjustments | The quarterly impact ($ in millions) in 2018 was as follows: Q1 Q2 Q3 Q4 2018 Overstated (understated) comprehensive income $ 5.4 $ (5.1 ) $ (0.2 ) $ 2.1 $ 2.2 |
Quarterly Financial Informati_2
Quarterly Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Text Block] | Quarterly Financial Information Summary Quarterly Data — Unaudited (in thousands, except per share information) First Quarter (1) Second Quarter (1) Third Quarter Fourth Quarter Year Ended December 31, 2019 Net revenues $ 238,855 $ 245,768 $ 237,052 $ 242,638 Gross profit 74,414 81,917 74,474 78,004 Net (loss) income (4,634 ) (18,520 ) (112,337 ) 1,556 Earnings (loss) per common share: Basic $ (0.23 ) $ (0.93 ) $ (5.64 ) $ 0.08 Diluted (0.23 ) (0.93 ) (5.64 ) 0.08 Dividends per common share — — — — Year Ended December 31, 2018 Net revenues $ 239,887 $ 259,658 $ 247,209 $ 266,716 Gross profit 70,159 84,955 80,077 90,012 Net (loss) income (17,441 ) 5,902 (6,841 ) (21,004 ) Earnings (loss) per common share: Basic $ (0.88 ) $ 0.30 $ (0.34 ) $ (1.06 ) Diluted (0.88 ) 0.30 (0.34 ) (1.06 ) Dividends per common share — — — — (1) First and second quarter results have been reclassified to reflect the classification of the EV and DV businesses as discontinued operations. |
Schedule Of Quarterly Financial Information | First Quarter (1) Second Quarter (1) Third Quarter Fourth Quarter Year Ended December 31, 2019 Net revenues $ 238,855 $ 245,768 $ 237,052 $ 242,638 Gross profit 74,414 81,917 74,474 78,004 Net (loss) income (4,634 ) (18,520 ) (112,337 ) 1,556 Earnings (loss) per common share: Basic $ (0.23 ) $ (0.93 ) $ (5.64 ) $ 0.08 Diluted (0.23 ) (0.93 ) (5.64 ) 0.08 Dividends per common share — — — — Year Ended December 31, 2018 Net revenues $ 239,887 $ 259,658 $ 247,209 $ 266,716 Gross profit 70,159 84,955 80,077 90,012 Net (loss) income (17,441 ) 5,902 (6,841 ) (21,004 ) Earnings (loss) per common share: Basic $ (0.88 ) $ 0.30 $ (0.34 ) $ (1.06 ) Diluted (0.88 ) 0.30 (0.34 ) (1.06 ) Dividends per common share — — — — (1) First and second quarter results have been reclassified to reflect the classification of the EV and DV businesses as discontinued operations. |
Description Of Business (Detail
Description Of Business (Details) $ in Thousands, € in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jan. 31, 2020USD ($) | Jul. 31, 2019EUR (€) | Jan. 31, 2019USD ($) | Sep. 29, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Number of business segments | 3 | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Proceeds from divestitures | $ 162,591 | $ 2,753 | $ 0 | ||||
Discontinued Operations | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Goodwill, impairment charges | 8,600 | ||||||
Reliability Services Divestiture | Disposal Group, Held-for-sale, Not Discontinued Operations | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Proceeds from divestitures | $ 85,000 | ||||||
EV | Discontinued Operations | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Earnout as a percent of net income | 50.00% | ||||||
Earnout period | 7 years | ||||||
Maximum earnout | € | € 18 | ||||||
Distributed Valves | Discontinued Operations, Held-for-sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Goodwill, impairment charges | $ 6,900 | ||||||
Intangible impairment charges | $ 1,000 | ||||||
Disposal group, adjustment to fair value | $ 39,800 | ||||||
Subsequent Event | Instrumentation and Sampling | Disposal Group, Held-for-sale, Not Discontinued Operations | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Proceeds from divestitures | $ 172,000 |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2019 | Sep. 29, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jul. 01, 2018 | Apr. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2014 | Jan. 01, 2019 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Cost of revenues | $ 655,504,000 | $ 688,267,000 | $ 332,818,000 | |||||||||||
Provision for income taxes | 14,676,000 | 9,451,000 | (7,211,000) | |||||||||||
Net Income (Loss) Attributable to Parent | $ 1,556,000 | $ (112,337,000) | $ (18,520,000) | $ (4,634,000) | $ (21,004,000) | $ (6,841,000) | $ 5,902,000 | $ (17,441,000) | (133,935,000) | (39,384,000) | 11,789,000 | |||
Revenues | 242,638,000 | 237,052,000 | $ 245,768,000 | $ 238,855,000 | 266,716,000 | $ 247,209,000 | $ 259,658,000 | $ 239,887,000 | 964,313,000 | 1,013,470,000 | 505,492,000 | |||
Contract with Customer, Asset, after Allowance for Credit Loss | 46,912,000 | 52,781,000 | 46,912,000 | 52,781,000 | ||||||||||
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent | 30,852,000 | 19,906,000 | 30,852,000 | 19,906,000 | ||||||||||
Contract with Customer, Liability | (35,007,000) | (41,951,000) | (35,007,000) | (41,951,000) | ||||||||||
Capital Expenditures Incurred but Not yet Paid | 1,200,000 | 1,400,000 | ||||||||||||
Inventories | 137,309,000 | 143,682,000 | 137,309,000 | 143,682,000 | ||||||||||
Goodwill | $ 271,893,000 | 450,605,000 | $ 497,162,000 | 271,893,000 | 450,605,000 | 497,162,000 | ||||||||
Foreign Currency Translations | (395,000) | $ (1,677,000) | $ 790,000 | |||||||||||
Anti-dilutive options and RSUs, shares | 252,001 | |||||||||||||
Range of exercise prices, lower range limit | $ 33.63 | $ 26.06 | $ 51.84 | |||||||||||
Range of exercise prices, upper range limit | $ 71.56 | $ 71.56 | $ 71.56 | |||||||||||
Research and development expenditures | $ 7,600,000 | $ 8,500,000 | $ 5,200,000 | |||||||||||
Outstanding | (381,561) | (381,561) | ||||||||||||
Stock Price for consecutive trading days (in days) | 60 days | |||||||||||||
Award vesting, percentage | 25.00% | |||||||||||||
Term of forfeiture (in years) | 5 years | |||||||||||||
Decrease in retained earnings | $ (99,280,000) | (232,102,000) | $ (99,280,000) | $ (232,102,000) | ||||||||||
Deferred Tax Liabilities, Net, Noncurrent | (21,425,000) | (33,607,000) | (21,425,000) | (33,607,000) | ||||||||||
Accounts Receivable, Sale | 34.4 | |||||||||||||
Proceeds from Sale and Collection of Receivables | $ 32.2 | |||||||||||||
Lease, Liability | 20,607,000 | 20,607,000 | ||||||||||||
Total restructuring charges, net | 16,910,000 | 5,186,000 | 5,848,000 | 2,559,000 | ||||||||||
Energy [Member] | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Revenues | 240,982,000 | 288,877,000 | 183,399,000 | |||||||||||
Goodwill | 0 | 96,272,000 | 145,458,000 | 0 | 96,272,000 | 145,458,000 | ||||||||
Total restructuring charges, net | (1,181,000) | 3,661,000 | 54,000 | |||||||||||
Aerospace [Member] | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Revenues | 272,625,000 | 237,017,000 | 182,983,000 | |||||||||||
Goodwill | $ 57,385,000 | $ 57,418,000 | $ 62,548,000 | $ 57,385,000 | $ 57,418,000 | $ 62,548,000 | ||||||||
Stock-Options [Member] | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Anti-dilutive options and RSUs, shares | 431,165 | |||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Anti-dilutive options and RSUs, shares | 1,041,454 | |||||||||||||
Outstanding | (274,959) | (226,683) | (274,959) | (226,683) | ||||||||||
Vesting Year 1 [Member] | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Award vesting, percentage | 50.00% | |||||||||||||
Vesting Year 2 [Member] | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Award vesting, percentage | 100.00% | |||||||||||||
Accounting Standards Update 2016-02 [Member] | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Leases, Right-of-Use Asset | $ 10,700,000 | |||||||||||||
Lease, Liability | $ 10,900,000 | |||||||||||||
Maximum [Member] | ||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage | 10.00% | 10.00% |
Summary Of Significant Accoun_5
Summary Of Significant Accounting Policies (Property, Plant and Equipment) (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Minimum [Member] | Building And Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 3 years |
Minimum [Member] | Manufacturing Machinery [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 1 year |
Maximum [Member] | Building And Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 40 years |
Maximum [Member] | Manufacturing Machinery [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 10 years |
Maximum [Member] | Motor Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 5 years |
Summary Of Significant Accoun_6
Summary Of Significant Accounting Policies (Reconciliation Of Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 29, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jul. 01, 2018 | Apr. 01, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||||||||||
Basic EPS, Net Income | $ 1,556 | $ (112,337) | $ (18,520) | $ (4,634) | $ (21,004) | $ (6,841) | $ 5,902 | $ (17,441) | $ (133,935) | $ (39,384) | $ 11,789 |
Dilutive securities, principally common stock options, Net Income | 0 | 0 | 0 | ||||||||
Diluted EPS, Net Income | $ (133,935) | $ (39,384) | $ 11,789 | ||||||||
Basic EPS, Shares | 19,903 | 19,834 | 16,674 | ||||||||
Dilutive securities, principally common stock options, Shares | 0 | 0 | 175 | ||||||||
Diluted EPS, Shares | 19,903 | 19,834 | 16,849 | ||||||||
Basic EPS, Per Share Amount | $ 0.08 | $ (5.64) | $ (0.93) | $ (0.23) | $ (1.06) | $ (0.34) | $ 0.30 | $ (0.88) | $ (6.73) | $ (1.99) | $ 0.71 |
Dilutive securities, principally common stock options, Per Share Amount | 0 | 0 | (0.01) | ||||||||
Diluted EPS, Per Share Amount | $ 0.08 | $ (5.64) | $ (0.93) | $ (0.23) | $ (1.06) | $ (0.34) | $ 0.30 | $ (0.88) | $ (6.73) | $ (1.99) | $ 0.70 |
Discontinued Operations (Detail
Discontinued Operations (Details) - Distributed Valves - Discontinued Operations, Held-for-sale - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Sep. 29, 2019 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Goodwill, impairment charges | $ 6.9 | |
Intangible impairment charges | $ 1 | |
Disposal group, adjustment to fair value | $ 39.8 |
Discontinued Operations - Summa
Discontinued Operations - Summarized Components of (Loss) Income from Discontinued Operations (Details) - Discontinued Operations, Held-for-sale - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net revenues | $ 79,848 | $ 162,355 | $ 156,218 |
Cost of revenues | 105,132 | 145,908 | 128,072 |
Gross (loss) profit | (25,284) | 16,447 | 28,146 |
Selling, general and administrative expenses | 15,487 | 23,786 | 19,723 |
Special and restructuring charges, net (1) | 85,603 | 4,930 | 4,162 |
Operating (loss) income | (126,374) | (12,269) | 4,261 |
Interest (income), net | (8) | (62) | (64) |
Other (income) expense, net | 378 | 9 | 1,852 |
Total other (income) expense, net | 386 | 71 | 1,788 |
(Loss) income from discontinued operations, pre tax | (125,988) | (12,198) | 2,473 |
(Benefit from) provision for income tax | (16,821) | (6,161) | 1,535 |
(Loss) income from discontinued operations, net of tax | $ (109,167) | $ (6,037) | $ 938 |
Discontinued Operations - Balan
Discontinued Operations - Balance Sheet Information for Assets and Liabilities Related to Discontinued Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Trade accounts receivable, net | $ 10,402 | $ 28,712 |
Inventories | 69,399 | 76,740 |
Prepaid expenses and other current assets | 3,483 | 20,832 |
Property, plant, and equipment, net | 13,151 | 24,669 |
Goodwill | 91,492 | 48,972 |
Intangibles | 0 | 18,230 |
Deferred tax asset | 1,867 | 9,380 |
Other assets | 11,156 | 77 |
Valuation adjustment on classification to assets held for sale | (39,757) | 0 |
Classified as current (3) | 161,193 | 197,238 |
Classified as noncurrent | 0 | 30,374 |
Total assets held for sale | 161,193 | 227,612 |
Accounts payable | 14,705 | 32,536 |
Accrued and other current liabilities | 8,026 | 23,567 |
Deferred income taxes | 789 | 325 |
Other noncurrent liabilities | 2,731 | |
Classified as current (3) | 43,289 | 58,298 |
Classified as noncurrent | 0 | 861 |
Total liabilities held for sale | 43,289 | 59,159 |
Discontinued Operations, Held-for-sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Trade accounts receivable, net | 467 | 16,371 |
Inventories | 55,521 | 73,696 |
Prepaid expenses and other current assets | 2,867 | 19,230 |
Property, plant, and equipment, net | 6,742 | 12,127 |
Goodwill | 0 | 8,600 |
Intangibles | 0 | 1,021 |
Deferred tax asset | 778 | 8,556 |
Other assets | 4,793 | 70 |
Valuation adjustment on classification to assets held for sale | (39,757) | 0 |
Classified as current (3) | 31,411 | 109,297 |
Classified as noncurrent | 0 | 30,374 |
Total assets held for sale | 31,411 | 139,671 |
Accounts payable | 8,708 | 29,166 |
Accrued and other current liabilities | 5,834 | 17,991 |
Deferred income taxes | 638 | 325 |
Other noncurrent liabilities | 536 | |
Classified as current (3) | 29,111 | 47,157 |
Classified as noncurrent | 0 | 861 |
Total liabilities held for sale | 29,111 | 48,018 |
Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Trade accounts receivable, net | 9,935 | 12,341 |
Inventories | 13,878 | 3,044 |
Prepaid expenses and other current assets | 616 | 1,602 |
Property, plant, and equipment, net | 6,409 | 12,542 |
Goodwill | 91,492 | 40,372 |
Intangibles | 0 | 17,209 |
Deferred tax asset | 1,089 | 824 |
Other assets | 6,363 | 7 |
Valuation adjustment on classification to assets held for sale | 0 | 0 |
Classified as current (3) | 129,782 | 87,941 |
Classified as noncurrent | 0 | 0 |
Total assets held for sale | 129,782 | 87,941 |
Accounts payable | 5,997 | 3,370 |
Accrued and other current liabilities | 2,192 | 5,576 |
Deferred income taxes | 151 | 0 |
Other noncurrent liabilities | 2,195 | |
Classified as current (3) | 14,178 | 11,141 |
Classified as noncurrent | 0 | 0 |
Total liabilities held for sale | $ 14,178 | 11,141 |
Reliability Services Divestiture | Building | Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total assets held for sale | $ 4,500 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Document Period End Date | Dec. 31, 2019 | |
Revenue, Remaining Performance Obligation, Amount | $ 407.8 | |
Trade accounts receivable, less allowance for doubtful accounts of $3,086 and $2,270, respectively | 125,422,000 | |
Contract with Customer, Asset, after Allowance for Credit Loss | 46,912,000 | $ 52,781,000 |
Contract with Customer, Liability | 35,007,000 | 41,951,000 |
Penalty Accruals | 1,800,000 | 2,000,000 |
Accounting Standards Update 2014-09 [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Trade accounts receivable, less allowance for doubtful accounts of $3,086 and $2,270, respectively | $ 167,181,000 | |
Increase (Decrease) in Accounts and Other Receivables | (41,759,000) | |
Contract with Customer, Asset, Period Increase (Decrease) | 5,869,000 | |
Contract with Customer, Liability, Period Increase (Decrease) | $ (6,944,000) |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenue, Remaining Performance Obligation, Amount | $ 407.8 | |
Revenue from Contract with Customer, Excluding Assessed Tax | 964,313,000 | $ 1,013,470,000 |
Accounts Receivable, after Allowance for Credit Loss, Current | 125,422,000 | |
Contract with Customer, Asset, after Allowance for Credit Loss | 46,912,000 | 52,781,000 |
Contract with Customer, Liability | 35,007,000 | 41,951,000 |
Energy Segment | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 240,982,000 | 288,877,000 |
Energy Segment | Oil and Gas - Upstream, Midstream and Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 54,818,000 | 67,738,000 |
Energy Segment | Oil and Gas - Downstream [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 186,164,000 | 221,139,000 |
Aerospace & Defense Segment | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 272,625,000 | 237,017,000 |
Aerospace & Defense Segment | Commercial Aerospace and Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 124,023,000 | 105,914,000 |
Aerospace & Defense Segment | Defense [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 148,602,000 | 131,103,000 |
Industrial Segment | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 450,706,000 | 487,576,000 |
Industrial Segment | Valves [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 113,386,000 | 117,492,000 |
Industrial Segment | Pumps [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 337,320,000 | 370,084,000 |
EMEA | Energy Segment | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 83,685,000 | 84,174,000 |
EMEA | Aerospace & Defense Segment | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 74,657,000 | 65,634,000 |
EMEA | Industrial Segment | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 209,302,000 | 238,177,000 |
North America | Energy Segment | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 118,061,000 | 158,649,000 |
North America | Aerospace & Defense Segment | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 172,676,000 | 148,968,000 |
North America | Industrial Segment | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 147,912,000 | 151,147,000 |
Other | Energy Segment | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 39,236,000 | 46,054,000 |
Other | Aerospace & Defense Segment | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 25,292,000 | 22,415,000 |
Other | Industrial Segment | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 93,492,000 | 98,252,000 |
Accounting Standards Update 2014-09 [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Increase (Decrease) in Accounts and Other Receivables | (41,759,000) | |
Contract with Customer, Liability, Period Increase (Decrease) | (6,944,000) | |
Accounts Receivable, after Allowance for Credit Loss, Current | $ 167,181,000 | |
Contract with Customer, Asset, Period Increase (Decrease) | $ 5,869,000 |
Revenue Recognition - Performan
Revenue Recognition - Performance Obligations (Details) | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | |
Revenue, Remaining Performance Obligation, Percentage | 5.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, Remaining Performance Obligation, Percentage | 83.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, Remaining Performance Obligation, Percentage | 12.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 2 years |
Business Acquisitions (Narrativ
Business Acquisitions (Narrative) (Details) - USD ($) $ in Thousands | Dec. 11, 2017 | Sep. 24, 2017 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 0 | $ (3,727) | $ 488,517 | ||||
Colfax, Inc. Fluid Handing Business [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Business Combination, Consideration Transferred, Net Working Capital Adjustments | $ 18,121 | 11,821 | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred, Net Working Capital | $ 6,300 | ||||||
Business Combination, Purchase Agreement, Consideration To Be Transferred | $ 542,000 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 388,000 | 385,000 | |||||
Finite-lived Intangible Assets Acquired | 3,000 | ||||||
Common Stock | 143,767 | 139,984 | |||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Accounts Receivable | 77,970 | 75,842 | |||||
Cash consideration | $ 2,600 | ||||||
Trade Names [Member] | Colfax, Inc. Fluid Handing Business [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 44,000 | 41,000 | |||||
Finite-lived Intangible Assets Acquired | 3,000 | ||||||
Technology-Based Intangible Assets [Member] | Colfax, Inc. Fluid Handing Business [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 107,000 | 113,000 | |||||
Finite-lived Intangible Assets Acquired | 6,000 | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 20 years | ||||||
Technology-Based Intangible Assets [Member] | Downstream [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||
Customer Relationships [Member] | Colfax, Inc. Fluid Handing Business [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 215,000 | 215,000 | |||||
Finite-lived Intangible Assets Acquired | 0 | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 19 years | ||||||
Backlog [Member] | Colfax, Inc. Fluid Handing Business [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 22,000 | 16,000 | |||||
Finite-lived Intangible Assets Acquired | $ 6,000 | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years | ||||||
Backlog [Member] | Downstream [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years | ||||||
Common Stock [Member] | Colfax, Inc. Fluid Handing Business [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Business Combination, Purchase Agreement, Consideration To Be Transferred, Equity Interests Issuable | 3,283,424 |
Business Acquisitions (Assets A
Business Acquisitions (Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | Dec. 11, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 271,893 | $ 450,605 | $ 497,162 | |
Colfax, Inc. Fluid Handing Business [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred | (10,083) | |||
Cash and cash equivalents | $ 63,403 | 63,403 | ||
Business Combination Provisional Information Initial Accounting Incomplete Adjustment Cash and Cash Equivalents | 0 | |||
Restricted cash (a) | 1,911 | 1,911 | ||
Business Combination Provisional Information Initial Accounting Incomplete Adjustment Restricted Cash | 0 | |||
Accounts receivable | 77,970 | 75,842 | ||
Business Combination Provisional Information Initial Accounting Incomplete Adjustment Accounts Receivable | (2,128) | |||
Inventory | 79,329 | 78,927 | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Inventory | (402) | |||
Prepaid and other current assets | 16,937 | 15,589 | ||
Business Combination Provisional Information Initial Accounting Incomplete Adjustment Prepaid Expenses And Other Current Assets | (1,348) | |||
Property, plant and equipment | 115,891 | 120,924 | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | 5,033 | |||
Identifiable intangible assets | 388,000 | 385,000 | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | (3,000) | |||
Other assets | 338 | 924 | ||
Business Combination Provisional Information Initial Accounting Incomplete Adjustment Other Assets | 586 | |||
Accounts payable | (46,045) | (46,025) | ||
Business Combination Provisional Information Initial Accounting Incomplete Adjustment Accounts Payable | 20 | |||
Cash payable to seller (a) | (65,314) | 0 | 0 | $ (65,314) |
Business Combination Provisional Information Initial Accounting Incomplete Adjustment Cash Payable to Seller | 0 | |||
Accrued and other expenses | (63,115) | (72,388) | ||
Business Combination Provisional Information Initial Accounting Incomplete Adjustment Accrued And Other Expenses | (9,273) | |||
Long-term post-retirement liabilities | (143,067) | (140,467) | ||
Business Combination Provisional Information Initial Accounting Incomplete Adjustment Long-Term Post Retirement Liabilities | 2,600 | |||
Other long-term liabilities | (11,215) | (11,215) | ||
Business Combination Provisional Information Initial Accounting Incomplete Adjustment Other Long Term Liabilities | 0 | |||
Deferred income taxes | (4,479) | (14,845) | ||
Business Combination Provisional Information Initial Accounting Incomplete Adjustment Deferred Tax Liabilities | (10,366) | |||
Total identifiable net assets | 410,544 | 392,266 | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Assets Acquired And Liabilities Assumed | (18,278) | |||
Goodwill | 293,344 | 301,539 | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Goodwill | 8,195 | |||
Total purchase price | 703,888 | 693,805 | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Goodwill, Assets Acquired And Liabilities Assumed | (10,083) | |||
Base purchase price | 542,000 | 542,000 | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred, Base Purchase Price | 0 | |||
Net working capital and other purchase accounting adjustments | 18,121 | 11,821 | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred, Net Working Capital | (6,300) | |||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 143,767 | $ 139,984 | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred, Common Stock | $ (3,783) |
Business Acquisitions (Intangib
Business Acquisitions (Intangible Assets Acquired as Part of Business Combination) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 11, 2017 | |
Colfax, Inc. Fluid Handing Business [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets acquired | $ 385,000 | $ 388,000 | ||
Total intangible assets | 385,000 | 388,000 | ||
Trade Names [Member] | Colfax, Inc. Fluid Handing Business [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets acquired | 41,000 | 44,000 | ||
Customer Relationships [Member] | Colfax, Inc. Fluid Handing Business [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets acquired | 215,000 | 215,000 | ||
Weighted average amortization period (in years) | 19 years | |||
Order or Aftermarket Backlog [Member] | Colfax, Inc. Fluid Handing Business [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets acquired | 16,000 | 22,000 | ||
Weighted average amortization period (in years) | 4 years | |||
Order or Aftermarket Backlog [Member] | Downstream [Member] | ||||
Business Acquisition [Line Items] | ||||
Weighted average amortization period (in years) | 2 years | |||
Technology-Based Intangible Assets [Member] | Colfax, Inc. Fluid Handing Business [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets acquired | $ 113,000 | $ 107,000 | ||
Weighted average amortization period (in years) | 20 years | |||
Technology-Based Intangible Assets [Member] | Downstream [Member] | ||||
Business Acquisition [Line Items] | ||||
Weighted average amortization period (in years) | 10 years | |||
Minimum [Member] | Customer Relationships [Member] | Downstream [Member] | ||||
Business Acquisition [Line Items] | ||||
Weighted average amortization period (in years) | 14 years | |||
Maximum [Member] | Customer Relationships [Member] | Downstream [Member] | ||||
Business Acquisition [Line Items] | ||||
Weighted average amortization period (in years) | 15 years |
Special Charges (Special and Re
Special Charges (Special and Restructuring Charges, Net) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | |||||
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down | $ 879 | ||||
Other Nonrecurring (Income) Expense | $ 17,686 | $ 13,061 | 7,330 | ||
Special charges, net | 17,686 | 13,061 | 7,330 | ||
Total restructuring charges, net | $ 16,910 | 5,186 | 5,848 | 2,559 | |
Accounts Receivable, after Allowance for Credit Loss, Current | 125,422 | ||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 7,345 | ||||
Restructuring and Related Cost, Incurred Cost | 22,872 | 18,909 | 9,889 | ||
Energy Segment | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Other Nonrecurring (Income) Expense | (3,348) | 1,907 | (11,596) | ||
Total restructuring charges, net | (1,181) | 3,661 | 54 | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (12,200) | ||||
Corporate Segment [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Other Nonrecurring (Income) Expense | 11,018 | 9,266 | 12,766 | ||
Total restructuring charges, net | 13,096 | ||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 7,345 | ||||
Divestiture [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring charges, net | 5,951 | ||||
Divestiture [Member] | Energy Segment | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring charges, net | (5,868) | ||||
Divestiture [Member] | Corporate Segment [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring charges, net | 1,881 | ||||
Divestiture [Member] | Rosscor B.V. and SES International B.V. [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring charges, net | 1,888 | ||||
Divestiture [Member] | Reliability Services Divestiture [Member] | Corporate Segment [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring charges, net | $ 2,200 | ||||
Facility Closing [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down | 921 | ||||
Facility Closing [Member] | Corporate Segment [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down | 0 | ||||
Distributed Valves and Engineered Valves Business [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Other Nonrecurring (Income) Expense | 4,390 | 986 | (659) | ||
Distributed Valves and Engineered Valves Business [Member] | Energy Segment | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Other Nonrecurring (Income) Expense | $ 2,520 | $ 1,974 | $ (329) |
Special Charges (Special Charge
Special Charges (Special Charges, Net) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges, net | $ 16,910 | $ 5,186 | $ 5,848 | $ 2,559 |
Brazil closure | 879 | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 7,345 | |||
Defined Benefit Plan, Plan Assets, Payment for Settlement | 2,400 | |||
Other Nonrecurring (Income) Expense | 17,686 | 13,061 | 7,330 | |
Distributed Valves and Engineered Valves Business [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other Nonrecurring (Income) Expense | 4,390 | 986 | (659) | |
Facility Closing [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Divestiture recoveries | (1,423) | 1,044 | 528 | |
Brazil closure | 921 | |||
Divestiture [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges, net | 5,951 | |||
Divestiture [Member] | Rosscor [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges, net | 1,888 | |||
Contingent Consideration Revaluation [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (12,200) | |||
Energy Segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges, net | (1,181) | 3,661 | 54 | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (12,200) | |||
Defined Benefit Plan, Plan Assets, Payment for Settlement | 0 | |||
Other Nonrecurring (Income) Expense | (3,348) | 1,907 | (11,596) | |
Energy Segment | Distributed Valves and Engineered Valves Business [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other Nonrecurring (Income) Expense | 2,520 | 1,974 | (329) | |
Energy Segment | Acquisitions [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges, net | 10,166 | |||
Energy Segment | Acquisitions [Member] | Acquisition-related Costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges, net | 54 | |||
Energy Segment | Facility Closing [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Divestiture recoveries | (1,785) | 854 | 85 | |
Energy Segment | Divestiture [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges, net | (5,868) | |||
Aerospace & Defense [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Defined Benefit Plan, Plan Assets, Payment for Settlement | 2,400 | |||
Other Nonrecurring (Income) Expense | 6,160 | |||
Aerospace & Defense [Member] | Divestiture [Member] | Acquisition-related Costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges, net | 3,760 | |||
Industrial Segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges, net | 5,772 | 1,561 | ||
Industrial Segment | Facility Closing [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Divestiture recoveries | 327 | |||
Aerospace and Defense Segment [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other Nonrecurring (Income) Expense | 0 | 0 | ||
Aerospace and Defense Segment [Member] | Facility Closing [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Brazil closure | 0 | |||
Aerospace and Defense Segment [Member] | Divestiture [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges, net | 0 | |||
Advanced Flow Solutions [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges, net | 595 | 626 | 2,505 | |
Advanced Flow Solutions [Member] | Facility Closing [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Divestiture recoveries | 35 | 190 | 443 | |
Industrial Segment [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other Nonrecurring (Income) Expense | 10,016 | 0 | ||
Industrial Segment [Member] | Other Expense [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other Nonrecurring (Income) Expense | 78 | |||
Industrial Segment [Member] | Facility Closing [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Brazil closure | 0 | |||
Industrial Segment [Member] | Divestiture [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges, net | 9,938 | |||
Corporate [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges, net | 13,096 | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 7,345 | |||
Other Nonrecurring (Income) Expense | 11,018 | 9,266 | 12,766 | |
Corporate [Member] | Other Expense [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other Nonrecurring (Income) Expense | 1,792 | 988 | $ (330) | |
Corporate [Member] | Acquisitions [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges, net | 8,278 | |||
Corporate [Member] | Facility Closing [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Brazil closure | $ 0 | |||
Corporate [Member] | Divestiture [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges, net | $ 1,881 |
Special Charges (Restructuring
Special Charges (Restructuring Programs Summary) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Jul. 02, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Reserve [Roll Forward] | |||||
Accrued restructuring charges | $ 874 | $ 882 | $ 1,309 | ||
Total restructuring charges, net | $ 16,910 | 5,186 | 5,848 | 2,559 | |
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down | 879 | ||||
Charges paid / settled, net | (861) | (5,856) | (2,986) | ||
Accrued restructuring charges | $ 882 | 5,199 | 874 | 882 | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 7,345 | ||||
Divestiture [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Total restructuring charges, net | 5,951 | ||||
Facility Closing [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Facility related expenses | (1,423) | 1,044 | 528 | ||
Restructuring Reserve [Roll Forward] | |||||
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down | 921 | ||||
Employee Severance [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Total restructuring charges, net | 6,609 | 4,804 | 2,031 | ||
Energy Segment | |||||
Restructuring Reserve [Roll Forward] | |||||
Total restructuring charges, net | (1,181) | 3,661 | 54 | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (12,200) | ||||
Energy Segment | Divestiture [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Total restructuring charges, net | (5,868) | ||||
Energy Segment | Facility Closing [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Facility related expenses | (1,785) | 854 | 85 | ||
Energy Segment | Employee Severance [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Total restructuring charges, net | 604 | 2,807 | (31) | ||
Employee Severance [Member] | Aerospace & Defense [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Total restructuring charges, net | $ 1,500 | ||||
Advanced Flow Solutions [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Total restructuring charges, net | 595 | 626 | 2,505 | ||
Advanced Flow Solutions [Member] | Facility Closing [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Facility related expenses | 35 | 190 | 443 | ||
Advanced Flow Solutions [Member] | Employee Severance [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Total restructuring charges, net | 560 | 436 | 2,062 | ||
Industrial Segment | |||||
Restructuring Reserve [Roll Forward] | |||||
Total restructuring charges, net | 5,772 | 1,561 | |||
Industrial Segment | Facility Closing [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Facility related expenses | 327 | ||||
Industrial Segment | Employee Severance [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Total restructuring charges, net | 5,445 | 1,561 | |||
Corporate [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Total restructuring charges, net | $ 13,096 | ||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 7,345 | ||||
Corporate [Member] | Divestiture [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Total restructuring charges, net | 1,881 | ||||
Corporate [Member] | Facility Closing [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down | 0 | ||||
Aerospace and Defense Segment [Member] | Divestiture [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Total restructuring charges, net | 0 | ||||
Aerospace and Defense Segment [Member] | Facility Closing [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down | 0 | ||||
Industrial Segment [Member] | Divestiture [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Total restructuring charges, net | 9,938 | ||||
Industrial Segment [Member] | Facility Closing [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down | 0 | ||||
Disposal Group, Held-for-sale, Not Discontinued Operations | |||||
Restructuring Reserve [Roll Forward] | |||||
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down | $ 3,800 | ||||
Two Thousands Eighteen Actions Restructuring Charges [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring related special charges - incurred to date | (5,186) | (5,434) | |||
Two Thousands Eighteen Actions Restructuring Charges [Member] | Facility Closing [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring related special charges - incurred to date | (1,423) | (1,964) | |||
Two Thousands Eighteen Actions Restructuring Charges [Member] | Employee Severance [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring related special charges - incurred to date | (6,609) | (3,470) | |||
Two Thousands Eighteen Actions Restructuring Charges [Member] | Energy Segment | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring related special charges - incurred to date | 1,181 | (3,516) | |||
Two Thousands Eighteen Actions Restructuring Charges [Member] | Energy Segment | Facility Closing [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring related special charges - incurred to date | 1,785 | (1,964) | |||
Two Thousands Eighteen Actions Restructuring Charges [Member] | Energy Segment | Employee Severance [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring related special charges - incurred to date | (604) | (1,552) | |||
Two Thousands Eighteen Actions Restructuring Charges [Member] | Aerospace and Defense Segment [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring related special charges - incurred to date | (595) | (382) | |||
Two Thousands Eighteen Actions Restructuring Charges [Member] | Aerospace and Defense Segment [Member] | Facility Closing [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring related special charges - incurred to date | (35) | 0 | |||
Two Thousands Eighteen Actions Restructuring Charges [Member] | Aerospace and Defense Segment [Member] | Employee Severance [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring related special charges - incurred to date | (560) | (382) | |||
Two Thousands Eighteen Actions Restructuring Charges [Member] | Industrial Segment [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring related special charges - incurred to date | (5,772) | (1,536) | |||
Two Thousands Eighteen Actions Restructuring Charges [Member] | Industrial Segment [Member] | Facility Closing [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring related special charges - incurred to date | (327) | 0 | |||
Two Thousands Eighteen Actions Restructuring Charges [Member] | Industrial Segment [Member] | Employee Severance [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring related special charges - incurred to date | $ (5,445) | $ (1,536) |
Special Charges (Announced Rest
Special Charges (Announced Restructuring Charges (Recoveries)) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
2018 Actions Restructuring Charges [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | $ 5,186 | $ 5,434 | |
2017 Actions Restructuring Charges [Member] [Domain] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | 2,480 | ||
2016 Actions Restructuring Charges (Recoveries) [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | $ 2,263 | ||
Facility Closing [Member] | 2018 Actions Restructuring Charges [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | 1,423 | 1,964 | |
Facility Closing [Member] | 2017 Actions Restructuring Charges [Member] [Domain] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | 366 | ||
Facility Closing [Member] | 2016 Actions Restructuring Charges (Recoveries) [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | 2 | ||
Employee Severance [Member] | 2018 Actions Restructuring Charges [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | 6,609 | 3,470 | |
Employee Severance [Member] | 2017 Actions Restructuring Charges [Member] [Domain] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | 2,114 | ||
Employee Severance [Member] | 2016 Actions Restructuring Charges (Recoveries) [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | 2,261 | ||
Energy Segment | 2018 Actions Restructuring Charges [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | (1,181) | 3,516 | |
Energy Segment | 2017 Actions Restructuring Charges [Member] [Domain] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | 222 | ||
Energy Segment | 2016 Actions Restructuring Charges (Recoveries) [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | 988 | ||
Energy Segment | Facility Closing [Member] | 2018 Actions Restructuring Charges [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | (1,785) | 1,964 | |
Energy Segment | Facility Closing [Member] | 2017 Actions Restructuring Charges [Member] [Domain] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | 0 | ||
Energy Segment | Facility Closing [Member] | 2016 Actions Restructuring Charges (Recoveries) [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | (92) | ||
Energy Segment | Employee Severance [Member] | 2018 Actions Restructuring Charges [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | 604 | 1,552 | |
Energy Segment | Employee Severance [Member] | 2017 Actions Restructuring Charges [Member] [Domain] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | 222 | ||
Energy Segment | Employee Severance [Member] | 2016 Actions Restructuring Charges (Recoveries) [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | 1,080 | ||
Aerospace and Defense Segment [Member] | 2018 Actions Restructuring Charges [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | 595 | 382 | |
Aerospace and Defense Segment [Member] | 2017 Actions Restructuring Charges [Member] [Domain] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | 2,258 | ||
Aerospace and Defense Segment [Member] | 2016 Actions Restructuring Charges (Recoveries) [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | 1,275 | ||
Aerospace and Defense Segment [Member] | Facility Closing [Member] | 2018 Actions Restructuring Charges [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | 35 | 0 | |
Aerospace and Defense Segment [Member] | Facility Closing [Member] | 2017 Actions Restructuring Charges [Member] [Domain] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | 366 | ||
Aerospace and Defense Segment [Member] | Facility Closing [Member] | 2016 Actions Restructuring Charges (Recoveries) [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | 94 | ||
Aerospace and Defense Segment [Member] | Employee Severance [Member] | 2018 Actions Restructuring Charges [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | 560 | 382 | |
Aerospace and Defense Segment [Member] | Employee Severance [Member] | 2017 Actions Restructuring Charges [Member] [Domain] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | 1,892 | ||
Aerospace and Defense Segment [Member] | Employee Severance [Member] | 2016 Actions Restructuring Charges (Recoveries) [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | $ 1,181 | ||
Industrial Segment [Member] | 2018 Actions Restructuring Charges [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | 5,772 | 1,536 | |
Industrial Segment [Member] | Facility Closing [Member] | 2018 Actions Restructuring Charges [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | 327 | 0 | |
Industrial Segment [Member] | Employee Severance [Member] | 2018 Actions Restructuring Charges [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring related special charges - incurred to date | $ 5,445 | $ 1,536 |
Special Charges (Narrative) (De
Special Charges (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Reserve | $ 882 | $ 5,199 | $ 874 | $ 882 | $ 1,309 |
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down | 879 | ||||
Total restructuring charges, net | $ 16,910 | 5,186 | 5,848 | 2,559 | |
Inventories | 137,309 | 143,682 | |||
Facility Closing [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down | 921 | ||||
Energy Segment | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring charges, net | (1,181) | 3,661 | 54 | ||
Advanced Flow Solutions [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring charges, net | $ 595 | 626 | 2,505 | ||
Corporate Segment [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Total restructuring charges, net | $ 13,096 | ||||
Corporate Segment [Member] | Facility Closing [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down | $ 0 |
Leases - Maturities of Operatin
Leases - Maturities of Operating and Financing Lease Liabilities (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating Lease, Right-of-Use Asset, Gross | $ 21,116,000 |
Operating Lease, Cost | 5,071,000 |
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | (17,625,000) |
Lessee, Operating Lease, Liability, Payments, Remainder of Fiscal Year | 3,994,000 |
Finance Lease, Liability, Payments, Remainder of Fiscal Year | 526,000 |
Leases, Liability, Payments, Remainder of Fiscal Year | 4,520,000 |
Lessee, Operating Lease, Liability, Payments, Due Year Two | 3,338,000 |
Finance Lease, Liability, Payments, Due Year Two | 526,000 |
Lease, Liability, Payments, Due Year Two | 3,864,000 |
Lessee, Operating Lease, Liability, Payments, Due Year Three | 2,994,000 |
Finance Lease, Liability, Payments, Due Year Three | 515,000 |
Lease, Liability, Payments, Due Year Three | 3,509,000 |
Lessee, Operating Lease, Liability, Payments, Due Year Four | 2,272,000 |
Finance Lease, Liability, Payments, Due Year Four | 515,000 |
Lease, Liability, Payments, Due Year Four | 2,787,000 |
Lessee, Operating Lease, Liability, Payments, Due Year Five | 1,761,000 |
Finance Lease, Liability, Payments, Due Year Five | 499,000 |
Lease, Liability, Payments, Due Year Five | 2,260,000 |
Lessee, Operating Lease, Liability, Payments, Due after Year Five | 6,834,000 |
Finance Lease, Liability, Payments, Due after Year Five | 942,000 |
Lease, Liability, Payments, Due after Year Five | 7,776,000 |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | (3,834,000) |
Finance Lease, Liability, Undiscounted Excess Amount | (275,000) |
Lease, Liability, Undiscounted Excess Amount | (4,109,000) |
Operating Lease, Liability | 17,359,000 |
Finance Lease, Liability | 3,248,000 |
Lease, Liability | 20,607,000 |
Finance Lease, Right-of-Use Asset, Amortization | 251,000 |
Increase (Decrease) In Operating Lease Liabilities | 17,359,000 |
Operating Lease, Payments | (4,301,000) |
Net Cash Provided by (Used in) Operating Activities Related to Leases | (4,316,000) |
Finance Lease, Principal Payments | (281,000) |
Finance Lease, Interest Payment on Liability | 40,000 |
Finance Lease, Interest Expense | 40,000 |
Finance Lease, Cost | 291,000 |
Lease, Cost | 5,362,000 |
Finance Lease, Right-of-Use Asset, Gross | 3,527,000 |
Operating Lease, Right-of-Use Asset, Amortization | (3,492,000) |
Finance Lease, Right-of-Use Asset, Accumulated Amortization | (338,000) |
Operating Lease, Right-of-Use Asset | 17,624,000 |
Finance Lease, Right-of-Use Asset | 3,189,000 |
Operating Lease, Liability, Current | 3,042,000 |
Finance Lease, Liability, Current | 504,000 |
Operating Lease, Liability, Noncurrent | 14,317,000 |
Finance Lease, Liability, Noncurrent | $ 2,744,000 |
Leases - Maturities of Operat_2
Leases - Maturities of Operating Lease Liabilities Prior To Adoption of ASC 842 (Details) | Dec. 31, 2019 |
Leases [Abstract] | |
Operating Lease, Weighted Average Remaining Lease Term | 6 years 8 months 12 days |
Finance Lease, Weighted Average Remaining Lease Term | 6 years 9 months 18 days |
Operating Lease, Weighted Average Discount Rate, Percent | 4.60% |
Finance Lease, Weighted Average Discount Rate, Percent | 2.00% |
Inventories (Components Of Inve
Inventories (Components Of Inventory) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Inventory, Net [Abstract] | |||
Provision Bankruptcy Settlement | $ 366 | $ 7,675 | $ 7,175 |
Raw materials | 65,315 | 66,391 | |
Work in process | 53,891 | 58,911 | |
Finished goods | 18,103 | 18,380 | |
Inventories | $ 137,309 | $ 143,682 |
Inventories (Narrative) (Detail
Inventories (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Inventory [Line Items] | ||||
Inventory, Raw Materials, Gross | $ 65,315 | $ 66,391 | ||
Provision Bankruptcy Settlement | 366 | 7,675 | $ 7,175 | |
Total restructuring charges, net | $ 16,910 | 5,186 | 5,848 | 2,559 |
Inventories | 137,309 | 143,682 | ||
Energy Segment | ||||
Inventory [Line Items] | ||||
Total restructuring charges, net | $ (1,181) | $ 3,661 | $ 54 |
Property, Plant And Equipment_2
Property, Plant And Equipment (Components Of Property, Plant And Equipment) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 11, 2017 | |
Property, Plant and Equipment [Line Items] | ||||
Land | $ 31,136,000 | $ 32,189,000 | ||
Buildings and improvements | 82,149,000 | 82,728,000 | ||
Manufacturing machinery and equipment | 126,942,000 | 146,022,000 | ||
Computer equipment and software | 35,536,000 | 34,180,000 | ||
Furniture and fixtures | 11,980,000 | 22,928,000 | ||
Motor vehicles | 584,000 | 223,000 | ||
Construction in progress | 12,597,000 | 17,647,000 | ||
Property, Plant and Equipment, Gross, Total | 300,924,000 | 335,917,000 | ||
Accumulated depreciation | (128,745,000) | (146,245,000) | ||
PROPERTY, PLANT AND EQUIPMENT, NET | 172,179,000 | 189,672,000 | ||
Depreciation expense | 22,045,000 | 26,183,000 | $ 12,413,000 | |
Assets Held-for-sale, Not Part of Disposal Group, Current | 1.2 | 1,600,000 | $ 1,500,000 | |
Capital Expenditures Incurred but Not yet Paid | 1,200,000 | $ 1,400,000 | ||
Colfax, Inc. Fluid Handing Business [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 120,924,000 | $ 115,891,000 | ||
Disposal Group, Held-for-sale, Not Discontinued Operations | Instrumentation and Sampling | ||||
Property, Plant and Equipment [Line Items] | ||||
Assets Held-for-sale, Not Part of Disposal Group, Current | $ 6,400,000 |
Goodwill And Other Intangible_3
Goodwill And Other Intangible Assets (Goodwill By Segment) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | $ 450,605 | $ 497,162 |
Business divestiture | (85,474) | (3,394) |
Reclassification of Instrumentation & Sampling to assets held for sale | (91,492) | |
Currency translation adjustments | (1,746) | (10,987) |
Held for sale | (91,492) | (48,972) |
Measurement Period adjustments related to acquisitions | 8,196 | |
Goodwill, Ending Balance | 271,893 | 450,605 |
Energy Segment | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 96,272 | 145,458 |
Business divestiture | 0 | 0 |
Reclassification of Instrumentation & Sampling to assets held for sale | (91,492) | |
Currency translation adjustments | (4,780) | (4,072) |
Measurement Period adjustments related to acquisitions | (4,742) | |
Goodwill, Ending Balance | 0 | 96,272 |
Aerospace Segment | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 57,418 | 62,548 |
Business divestiture | 0 | 0 |
Reclassification of Instrumentation & Sampling to assets held for sale | 0 | |
Currency translation adjustments | (33) | (84) |
Held for sale | 0 | |
Measurement Period adjustments related to acquisitions | (5,046) | |
Goodwill, Ending Balance | 57,385 | 57,418 |
Industrial Segment | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 296,915 | 289,156 |
Business divestiture | (85,474) | (3,394) |
Reclassification of Instrumentation & Sampling to assets held for sale | 0 | |
Currency translation adjustments | 3,067 | (6,831) |
Held for sale | 0 | |
Measurement Period adjustments related to acquisitions | 17,984 | |
Goodwill, Ending Balance | 214,508 | 296,915 |
Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Goodwill [Line Items] | ||
Held for sale | $ (91,492) | $ (40,372) |
Goodwill And Other Intangible_4
Goodwill And Other Intangible Assets (Gross Intangible Assets And Related Accumulated Amortization) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 309,986 | $ 364,109 |
Accumulated Amortization | (153,527) | (108,356) |
Intangible Assets, Gross (Excluding Goodwill) | 463,513 | 472,465 |
Intangible Assets, Net (Excluding Goodwill) | 385,542 | 440,281 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,368 | 5,399 |
Accumulated Amortization | (5,368) | (5,399) |
Net carrying value of intangible assets | 0 | 0 |
Trademarks And Trade Names (Non-Amortizing) [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 75,556 | 76,172 |
Accumulated Amortization | 0 | 0 |
Indefinite-Lived Intangible Assets Net of Impairment | 75,556 | 76,172 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 300,284 | 305,866 |
Accumulated Amortization | (83,411) | (56,133) |
Net carrying value of intangible assets | 216,873 | 249,733 |
Backlog [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 22,789 | 23,354 |
Accumulated Amortization | (20,517) | (18,746) |
Net carrying value of intangible assets | 2,272 | 4,608 |
Acquired Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 134,731 | 133,247 |
Accumulated Amortization | (43,890) | (23,883) |
Net carrying value of intangible assets | 90,841 | 109,364 |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 341 | 4,599 |
Accumulated Amortization | (341) | (4,195) |
Net carrying value of intangible assets | $ 0 | $ 404 |
Goodwill And Other Intangible_5
Goodwill And Other Intangible Assets (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Indefinite-lived Intangible Assets by Segment [Line Items] | |
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 0 |
Trademarks and Trade Names | |
Indefinite-lived Intangible Assets by Segment [Line Items] | |
Intangible impairment charges | 0 |
Discontinued Operations | |
Indefinite-lived Intangible Assets by Segment [Line Items] | |
Goodwill, impairment charges | $ 8,600,000 |
Goodwill And Other Intangible_6
Goodwill And Other Intangible Assets (Estimated Future Amortization Expense) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 | $ 43,251 |
2021 | 41,314 |
2022 | 36,310 |
2023 | 31,839 |
2024 | 27,982 |
After 2025 | $ 129,290 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||||
Foreign tax rate differential | (26.00%) | (7.60%) | (66.40%) | ||
Other, net | (16.00%) | (0.80%) | 3.90% | ||
Valuation allowance | $ (14,303,000) | $ (17,562,000) | $ (22,067,000) | $ (3,028,000) | |
Foreign tax credits | 11,300,000 | 16,800,000 | |||
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | 9,400,000 | 37,300,000 | |||
State net operating losses | 68,800,000 | 70,000,000 | |||
State tax credits | 2,000,000 | 2,400,000 | |||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 4.5 | ||||
Tax Cuts and Jobs Act, Incomplete Accounting, Change in Tax Rate, Provisional Income Tax Benefit | 500,000 | ||||
Tax Cuts and Jobs Act, Change in Tax Rate, Income Tax Expense | 10,900,000 | ||||
Valuation Allowance, Deferred Tax Asset, Decrease, Amount | (2,838,000) | (34,000) | (167,000) | ||
Unrecognized Tax Benefits | $ 630,000 | 593,000 | 3,014,000 | $ 3,000,000 | |
Accrued interest and penalties | 0 | 400,000 | |||
Uncertain income tax position | 600,000 | ||||
Undistributed earnings of foreign subsidiaries | $ 196,400,000 | $ 259,900,000 |
Income Taxes (Components Of Def
Income Taxes (Components Of Deferred Income Tax Liabilities And Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 |
Deferred income tax (liabilities): | ||||
Accrued expenses | $ (971) | $ 0 | ||
Bad Debt | (260) | 0 | ||
Fixed Assets | (14,044) | (6,343) | ||
Intangible Assets | (54,032) | (73,558) | ||
Inventory | (1,121) | 0 | ||
Other | (697) | 151 | ||
Pension | (210) | 0 | ||
Total deferred income tax liabilities | (71,335) | (79,750) | ||
Deferred Tax Assets, Gross [Abstract] | ||||
Accrued expenses | 5,202 | 15,153 | ||
Bad Debt | 2,247 | (2,069) | ||
Equity Compensation | 3,373 | 4,760 | ||
Intangible Assets | 4 | 0 | ||
Inventory | 7,439 | 4,696 | ||
Other | 11,510 | 307 | ||
Net operating loss and credit carry-forward | 23,124 | 26,298 | ||
Pension | 32,901 | 29,400 | ||
Interest | 9,836 | 5,067 | ||
Total deferred income tax assets | 95,636 | 83,612 | ||
Valuation allowance | 14,303 | 17,562 | $ 22,067 | $ 3,028 |
Deferred income tax asset, net of valuation allowance | 81,333 | 66,050 | ||
Deferred income tax asset, net | $ 9,998 | |||
Deferred income tax liability, net | $ (13,700) |
Income Taxes (Deferred Income T
Income Taxes (Deferred Income Taxes Classified In Balance Sheets) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Tax Credit Carryforward [Line Items] | ||
Net non-current deferred income tax asset | $ 30,852 | $ 19,906 |
Net non-current deferred income tax liability | (21,425) | $ (33,607) |
Deferred income tax asset, net | $ 9,998 |
Income Taxes (Components Of Pre
Income Taxes (Components Of Pre-Tax Income (Loss)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (45,209) | $ (71,059) | $ (4,406) |
Foreign | 35,117 | 47,163 | 8,046 |
INCOME BEFORE INCOME TAXES | $ (10,092) | $ (23,896) | $ 3,640 |
Income Taxes (Provision (Benefi
Income Taxes (Provision (Benefit) For Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Federal, Current - US | $ 0 | $ 0 | $ (447) |
Foreign, Current | 17,522 | 11,583 | 4,586 |
State, Current - US | 594 | 235 | 442 |
Total current | 18,116 | 11,818 | 4,581 |
Federal, Deferred (prepaid) - US | 8,414 | 621 | (6,764) |
Foreign, Deferred (prepaid) | (11,768) | (1,323) | (4,640) |
State, Deferred (prepaid) - US | (86) | (1,665) | (388) |
Total deferred (benefit) | (3,440) | (2,367) | (11,792) |
Total provision (benefit) for income taxes | $ 14,676 | $ 9,451 | $ (7,211) |
Income Taxes (Reconciliation Of
Income Taxes (Reconciliation Of Effective Income Tax Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Examination [Line Items] | |||
Expected federal income tax rate | 21.00% | 21.00% | 35.00% |
State income taxes, net of federal tax benefit | (15.50%) | (3.80%) | 5.70% |
Foreign tax rate differential and credits | 26.00% | 7.60% | 66.40% |
Unbenefited foreign losses | (0.50%) | (5.50%) | 0.00% |
Tax reserve | 0.30% | (1.30%) | (27.00%) |
GILTI | (3.90%) | 20.70% | |
Rate Change | 5.90% | 0.00% | (13.90%) |
Intercompany financing | 30.40% | (12.70%) | (17.80%) |
Effective Income Tax Rate Reconciliation, Tax Settlement, Foreign, Percent | (45.60%) | ||
Foreign-derived intangible income (FDII) | 10.70% | 0.10% | 0.00% |
Prior period adjustment | 44.10% | 4.30% | (0.60%) |
Equity Compensation | 0.00% | 0.00% | (113.90%) |
Other, net | (16.00%) | (0.80%) | 3.90% |
Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-based Payment Arrangement, Percent | (10.80%) | (4.20%) | (2.70%) |
Effective tax rate | (145.40%) | (39.50%) | (195.70%) |
State and Local Jurisdiction [Member] | |||
Income Tax Examination [Line Items] | |||
US permanent differences | (1.60%) | (1.00%) | 22.70% |
Domestic Tax Authority [Member] | |||
Income Tax Examination [Line Items] | |||
Dispositions | (227.00%) | 0.00% | 4.70% |
Income Taxes (Summary of Valuat
Income Taxes (Summary of Valuation Allowance) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance | $ 17,562 | $ 22,067 | |
Additions | 0 | 10,960 | $ 712 |
Acquired | 150 | (15,431) | 18,494 |
Deductions | 2,838 | 34 | 167 |
Reclass to assets available for sale | (571) | 0 | 0 |
Ending balance | $ 14,303 | $ 17,562 | $ 22,067 |
Income Taxes (Reconciliation _2
Income Taxes (Reconciliation Of Total Gross Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Tax Credit Carryforward, Amount | $ 2,000 | $ 2,400 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance beginning January 1 | 593 | 3,014 | $ 3,000 |
Additions for tax positions of prior years | 0 | (460) | (7) |
Additions based on tax positions related to current year | (37) | (340) | (65) |
Acquired uncertain tax position balance | 0 | (512) | (1,221) |
Settlements | 0 | (1,103) | (338) |
Lapse of statute of limitations | 0 | (6) | (978) |
Currency movement | 0 | 0 | 181 |
Balance ending December 31 | $ 630 | $ 593 | $ 3,014 |
Accrued Expenses And Other Cu_3
Accrued Expenses And Other Current Liabilities (Accrued Expenses And Other Current Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Customer deposits and obligations | $ 24,006 | $ 25,251 |
Commissions payable and sales incentive | 2,472 | 3,517 |
Penalty accruals | 1,847 | 1,957 |
Warranty reserve | 1,642 | 2,980 |
Professional fees | 2,318 | 2,775 |
Taxes other than income tax | 3,551 | 2,913 |
Other Contract Liabilities | 9,153 | 14,646 |
Income tax payable | 5,521 | 3,529 |
Other | 43,659 | 34,928 |
Accrued expenses and other current liabilities, Total | $ 94,169 | $ 92,496 |
Financing Arrangements (Narrati
Financing Arrangements (Narrative) (Details) - USD ($) | Dec. 11, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 12, 2019 |
Debt Instrument [Line Items] | |||||
Derivative Asset, Noncurrent | $ 476,000 | ||||
Long-term Debt | $ 653,850,000 | $ 807,050,000 | |||
Document Period End Date | Dec. 31, 2019 | ||||
Less: Current Portion | $ 0 | 7,850,000 | |||
Debt Issuance Costs Incurred During Noncash or Partial Noncash Transaction | 23,900,000 | ||||
Payments for Other Fees | 5,200,000 | ||||
Interest Expense, Debt | 3,900,000 | 3,900,000 | $ 800,000 | ||
Long-term Debt, Fair Value | 655,800,000 | ||||
Long Term Debt, Difference Between Carrying Value And Fair Value | 1.9 | ||||
Outstanding letters of credit | 34,300,000 | ||||
Interest Expense | $ 10,841,000 | ||||
Derivative Liability, Current | (9,168,000) | ||||
Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | 653,850,000 | 777,150,000 | |||
Line of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | 0 | 29,900,000 | |||
New Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Revolving line of credit | $ 150,000,000 | ||||
Increase, additional borrowings | $ 150,000,000 | ||||
Debt Instrument, Periodic Payment, Percentage of Principal | 0.25% | ||||
Less: Current Portion | 0 | ||||
Debt Instrument, Periodic Payment, Principal | $ 2,000,000 | ||||
Tier One Leverage Capital to Average Assets | 650.00% | ||||
Debt Instrument, Prepayment Premium, Percentage of Principal | 1.00% | ||||
Long-term Line of Credit | 653,900,000 | ||||
New Credit Agreement [Member] | Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum facility size | $ 785,000,000 | ||||
Prior Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Extinguishment of Debt, Amount | $ 273,500,000 | ||||
London Interbank Offered Rate (LIBOR) [Member] | New Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | ||||
Base Rate [Member] | New Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||||
Cross Currency Interest Rate Contract | |||||
Debt Instrument [Line Items] | |||||
Derivative, Notional Amount | $ 100,000,000 | ||||
Derivative, Fixed Interest Rate | 2.4065% | ||||
Cash Flow Hedging [Member] | |||||
Debt Instrument [Line Items] | |||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | (8,580) | $ (2,000,000) | |||
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | Other Noncurrent Liabilities [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative Liability, Fair Value, Gross Liability | (5.1) | ||||
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | Accrued Expenses and Other Current Liabilities [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative Liability, Fair Value, Gross Liability | $ (4) |
Financing Arrangements (Schedul
Financing Arrangements (Schedule Of Long-Term Debt) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Document Period End Date | Dec. 31, 2019 | |
Less: Term Loan Debt Issuance Costs | $ (17,553,000) | $ (21,013,000) |
Less: Current Portion | 0 | 7,850,000 |
Total Long-Term Debt, net | $ 636,297,000 | $ 778,187,000 |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Varying interest rates | 0.00% | 0.00% |
Line of Credit at interest rates range | 0.00% | 1.59% |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Varying interest rates | 0.00% | 0.00% |
Line of Credit at interest rates range | 0.00% | 4.00% |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 653,850,000 | $ 777,150,000 |
Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 0 | 29,900,000 |
Cash Flow Hedging [Member] | ||
Debt Instrument [Line Items] | ||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | (8,580) | (2,000,000) |
Interest Rate Swap [Member] | ||
Debt Instrument [Line Items] | ||
Derivative, Loss on Derivative | $ (1,583) | $ (1,600,000) |
Financing Arrangements (Sched_2
Financing Arrangements (Schedule Of Minimum Principal Payments) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
2019 | $ 0 |
2020 | 0 |
2021 | 0 |
2022 | 0 |
2023 | 653,850 |
Thereafter | $ 0 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 05, 2014 | Oct. 04, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Document Period End Date | Dec. 31, 2019 | ||||
Outstanding | 381,561 | ||||
Shares available for grant | 952,825 | ||||
Estimated weighted-average fair value of stock options granted | $ 11.84 | $ 14.68 | $ 19.36 | ||
Compensation expense | $ 5,400 | $ 5,000 | $ 3,800 | ||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 8,100 | $ 7,600 | 6,800 | ||
Weighted average period of recognition of compensation expense (in years) | 1 year 9 months 18 days | ||||
Stock-Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation shares authorized | 200,000 | ||||
Stock options outstanding | 712,500 | 742,658 | |||
Options granted | 153,726 | ||||
Exercised, Weighted Average Exercise Price | $ 41.17 | $ 38.89 | |||
Options Exercisable, Options | 457,778,000 | ||||
Unrecognized compensation costs | $ 2,000 | ||||
Weighted average period of recognition of compensation expense (in years) | 1 year 9 months 18 days | ||||
Weighted average contractual term for stock-options outstanding | 4 years 1 month 6 days | ||||
Weighted average contractual term for stock-options exercisable, years | 3 years 2 months 12 days | ||||
Aggregate intrinsic value of stock-options exercised | $ 0 | $ 200 | 400 | ||
Aggregate fair value of stock-options vested | 1,800 | 2,100 | 1,600 | ||
Aggregate intrinsic value of stock-options outstanding | 4,042 | ||||
Aggregate intrinsic value of stock-options exercisable | $ 1,874 | $ 1,900 | |||
Stock-Options [Member] | Chief Executive Officer [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted | 100,000 | ||||
Exercised, Weighted Average Exercise Price | $ 70.42 | ||||
Restricted Stock Units with Special Rights [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Outstanding | 11,135 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Exercisable Number | 5,689,000 | ||||
Outstanding | 274,959 | 226,683 | |||
Restricted stock units granted | 205,291 | 167,480 | |||
Granted, Weighted Average Price | $ 32.92 | $ 42.87 | |||
Unrecognized compensation costs | $ 5,600 | ||||
Aggregate intrinsic value of RSU Awards / RSU MSPs | 2,000 | $ 1,200 | 1,700 | ||
Aggregate fair value of RSU Awards vested | 2,600 | 1,500 | 1,400 | ||
Aggregate intrinsic value of RSU Awards outstanding | 12,700 | ||||
Aggregate intrinsic value of RSU awards exercisable | $ 263 | $ 300 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year 8 months 12 days | ||||
Performance Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock units granted | 67,362 | 48,080 | |||
Restricted Stock Units Management Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Exercisable Number | 5,446,000 | 7,972,000 | |||
Outstanding | 106,602 | 72,113 | |||
Restricted stock units granted | 56,379 | 34,937 | |||
Granted, Weighted Average Price | $ 22.53 | ||||
Discount rate granted for RSU MSPs | 33.00% | ||||
Amortization period of discount | four | ||||
Restricted stock units discount amount | 11.10 | 14.06 | |||
Unrecognized compensation costs | $ 600 | ||||
Aggregate intrinsic value of RSU Awards / RSU MSPs | 0 | $ 400 | |||
Aggregate fair value of RSU Awards vested | 200 | 600 | 500 | ||
Aggregate intrinsic value of RSU Awards outstanding | $ 1,900 | ||||
Aggregate intrinsic value of RSU awards exercisable | $ 78 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year 4 months 24 days | ||||
Phantom Share Units (PSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Outstanding | 45,681 | 50,907 | |||
Compensation expense | $ 1,400 | ||||
Cash Used to Settle Awards | 900 | ||||
Compensation Liability | 900 | $ 600 | |||
Phantom Share Units (PSUs) [Member] | Selling, General and Administrative Expenses [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense | 1,100 | $ 0 | $ 200 | ||
Phantom Share Units (PSUs) [Member] | Restructuring and Related Cost, Incurred Cost [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation expense | $ 300 | ||||
$32.25 - $71.56 | Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year 9 months 18 days | ||||
$32.25 - $71.56 | Restricted Stock Units Management Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year 10 months 24 days |
Share-Based Compensation (Sched
Share-Based Compensation (Schedule Of Estimated Weighted-Average Assumptions Of Stock Options) (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |||
Risk-free interest rate | 2.60% | 2.50% | 1.70% |
Expected life (years) | 4 years 3 months 18 days | 4 years 3 months 18 days | 4 years 4 months 24 days |
Expected stock volatility | 38.10% | 37.20% | 35.10% |
Expected dividend yield | 0.00% | 0.00% | 0.20% |
Share-Based Compensation (Summa
Share-Based Compensation (Summary Of Stock Options Granted To Employees And Non-Employee Directors) (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Oct. 04, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Document Period End Date | Dec. 31, 2019 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 381,561 | |||
Stock-Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Options outstanding at beginning of period, Options | 742,658 | |||
Granted, Options | 153,726 | |||
Exercised, Options | (6,516) | |||
Forfeited, Options | (108,013) | |||
Expired, Options | (69,355) | 0 | 0 | |
Options outstanding at end of period, Options | 712,500 | 742,658 | ||
Options exercisable at end of period, Options | 457,778,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||
Options outstanding at beginning of period, Weighted Average Exercise Price | $ 50.26 | |||
Granted, Weighted Average Exercise Price | 33.63 | |||
Exercised, Weighted Average Exercise Price | $ 41.17 | 38.89 | ||
Forfeited, Weighted Average Exercise Price | 68.79 | |||
Expired, Weighted Average Exercise Price | 52.35 | $ 0 | ||
Options outstanding at end of period, Weighted Average Exercise Price | 43.76 | $ 50.26 | ||
Options exercisable at end of period, Weighted Average Exercise Price | $ (46.12) | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 274,959 | 226,683 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 205,291 | 167,480 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (59,450) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (97,565) | |||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Exercisable Number | 5,689,000 | |||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Forfeited In Period, Weighted Average Price | $ 39.99 | |||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Settled In Period, Weighted Average Price | 44.06 | |||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Grants In Period, Weighted Average Price | 32.92 | $ 42.87 | ||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Weighted Average Price | 38.51 | $ 45.66 | ||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Exercisable Number, Weighted Average Price | $ 51.71 | |||
Restricted Stock Units Management Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 106,602 | 72,113 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 56,379 | 34,937 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (16,866) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (5,024) | |||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Exercisable Number | 5,446,000 | 7,972,000 | ||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Forfeited In Period, Weighted Average Price | $ 26.34 | |||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Settled In Period, Weighted Average Price | 28.81 | |||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Grants In Period, Weighted Average Price | 22.53 | |||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Weighted Average Price | 28.06 | $ 32.25 | ||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Exercisable Number, Weighted Average Price | $ 31.90 |
Share-Based Compensation (Sum_2
Share-Based Compensation (Summarized Information About Stock Options Outstanding) (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Exercise Prices, Lower Range Limit | $ 33.63 | $ 26.06 | $ 51.84 | |
Range of Exercise Prices, Upper Range Limit | $ 71.56 | $ 71.56 | $ 71.56 | |
Stock-Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding, Options | 712,500 | 742,658 | ||
Weighted average contractual term for stock-options outstanding | 4 years 1 month 6 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 43.76 | $ 50.26 | ||
Options Exercisable, Options | 457,778,000 | |||
Options Exercisable, Weighted Average Exercise Price | $ 46.12 | |||
$32.76 - $40.09 | Stock-Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Exercise Prices, Lower Range Limit | 32.76 | |||
Range of Exercise Prices, Upper Range Limit | 40.09 | |||
40.10 - 41.90 | Stock-Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Exercise Prices, Lower Range Limit | 40.10 | |||
Range of Exercise Prices, Upper Range Limit | 41.90 | |||
41.91 - 56.42 | Stock-Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Exercise Prices, Lower Range Limit | 41.91 | |||
Range of Exercise Prices, Upper Range Limit | 56.42 | |||
56.43 - 71.56 | Stock-Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Exercise Prices, Lower Range Limit | 56.43 | |||
Range of Exercise Prices, Upper Range Limit | 71.56 | |||
$32.76 - $71.56 | Stock-Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Exercise Prices, Lower Range Limit | 32.76 | |||
Range of Exercise Prices, Upper Range Limit | $ 71.56 |
Share-Based Compensation (Sum_3
Share-Based Compensation (Summary Of All RSU Awards Granted To Employees And Non-Employee Directors) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
RSU outstanding at end of period, RSUs | (381,561) | ||
RSU Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
RSU outstanding at beginning of period, RSUs | 226,683 | ||
Granted, RSUs | 205,291 | 167,480 | |
Settled, RSUs | (59,450) | ||
Cancelled, RSUs | (97,565) | ||
RSU outstanding at end of period, RSUs | (226,683) | (226,683) | (274,959) |
RSU exercisable at end of period, RSUs | 5,689,000 | ||
RSU outstanding at beginning of period, Weighted Average Price | $ 45.66 | ||
Granted, Weighted Average Price | $ 42.87 | $ 32.92 | |
Settled, Weighted Average Price | 44.06 | ||
Cancelled, Weighted Average Price | 39.99 | ||
RSU outstanding at end of period, Weighted Average Price | $ 38.51 | $ 45.66 | |
RSU exercisable at end of period, Weighted Average Price | $ 51.71 |
Share-Based Compensation (Sum_4
Share-Based Compensation (Summarized Information About RSU Awards Outstanding) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSU Outstanding, RSUs | 381,561 | |
RSU Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSU Outstanding, RSUs | 274,959 | 226,683 |
RSU Awards Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 8 months 12 days | |
RSU Outstanding, Weighted Average Exercise Price | $ 38.51 | $ 45.66 |
RSU Vested, Weighted Average Exercise Price | 51.71 | |
$32.25 - $42.99 | RSU Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices, Lower Range Limit | 32.25 | |
Range of Exercise Prices, Upper Range Limit | 42.99 | |
43.00 - 51.99 | RSU Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices, Lower Range Limit | 43 | |
Range of Exercise Prices, Upper Range Limit | 51.99 | |
Forty Point Zero Zero to Forty Two Point Ninety Nine [Member] | RSU Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices, Lower Range Limit | 52 | |
Range of Exercise Prices, Upper Range Limit | 71.56 | |
$32.25 - $71.56 | RSU Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices, Lower Range Limit | 32.25 | |
Range of Exercise Prices, Upper Range Limit | $ 71.56 | |
RSU Awards Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 9 months 18 days |
Share-Based Compensation (Sum_5
Share-Based Compensation (Summary Of All RSU MSPs Granted To Employees And Non-Employee Directors) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
RSU outstanding at end of period, RSUs | 381,561 | ||
RSU MSPs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
RSU outstanding at beginning of period, RSUs | 72,113 | ||
Granted, RSUs | 56,379 | 34,937 | |
Settled, RSUs | (16,866) | ||
Cancelled, RSUs | (5,024) | ||
RSU outstanding at end of period, RSUs | 72,113 | 72,113 | 106,602 |
RSU exercisable at end of period, RSUs | 7,972,000 | 5,446,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
RSU outstanding at beginning of period, Weighted Average Price | $ 32.25 | ||
Granted, Weighted Average Price | $ 22.53 | ||
Settled, Weighted Average Price | 28.81 | ||
Cancelled, Weighted Average Price | 26.34 | ||
RSU outstanding at end of period, Weighted Average Price | $ 28.06 | $ 32.25 | |
RSU exercisable at end of period, Weighted Average Price | $ 31.90 |
Share-Based Compensation (Sum_6
Share-Based Compensation (Summarized Information About RSU MSPs Outstanding) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSU Outstanding, RSUs | 381,561 | |
Share-based Payment Arrangement, Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 712,500 | 742,658 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 43.76 | $ 50.26 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 4,042 | |
Weighted average contractual term for stock-options outstanding | 4 years 1 month 6 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | (457,778,000) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 46.12 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 1,874 | $ 1,900 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 3 years 2 months 12 days | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 12,714 | |
RSU Outstanding, RSUs | 274,959 | |
RSU Awards Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 8 months 12 days | |
RSU Outstanding, Weighted Average Exercise Price | $ 38.51 | $ 45.66 |
RSU Vested, RSUs | (5,689,000) | |
RSU Vested, Weighted Average Exercise Price | $ 51.71 | |
Aggregate intrinsic value of RSU awards exercisable | $ 263 | $ 300 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other Than Options, Exercisable, Weighted Average Remaining Contractual Term | 6 months | |
RSU MSPs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 1,938 | |
RSU Outstanding, RSUs | 106,602 | |
RSU Awards Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 4 months 24 days | |
RSU Outstanding, Weighted Average Exercise Price | $ 28.06 | $ 32.25 |
RSU Vested, RSUs | (5,446,000) | (7,972,000) |
RSU Vested, Weighted Average Exercise Price | $ 31.90 | |
Aggregate intrinsic value of RSU awards exercisable | $ 78 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other Than Options, Exercisable, Weighted Average Remaining Contractual Term | 1 month 6 days | |
$32.25 - $71.56 | Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices, Lower Range Limit | $ 32.25 | |
Range of Exercise Prices, Upper Range Limit | $ 71.56 | |
RSU Awards Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 9 months 18 days | |
$32.25 - $71.56 | RSU MSPs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSU Awards Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 10 months 24 days | |
$26.06 - 33.99 | RSU MSPs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices, Lower Range Limit | $ 26.06 | |
Range of Exercise Prices, Upper Range Limit | 33.99 | |
34.00 - 39.99 | RSU MSPs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices, Lower Range Limit | 34 | |
Range of Exercise Prices, Upper Range Limit | 39.99 | |
40.00 - 40.86 | RSU MSPs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices, Lower Range Limit | 40 | |
Range of Exercise Prices, Upper Range Limit | 40.86 | |
$26.06 - $40.86 | RSU MSPs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices, Lower Range Limit | 26.06 | |
Range of Exercise Prices, Upper Range Limit | $ 40.86 |
Concentrations Of Risk (Details
Concentrations Of Risk (Details) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2019customer | Dec. 31, 2018 | Dec. 31, 2017 | |
Concentration Risk [Line Items] | ||||
Number of customers derived revenue exceed the threshold of 10% | 0 | 0 | 0 | 0 |
Revenue threshold | 10.00% | 5.00% | 5.00% |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narrative) (Details) - USD ($) $ in Thousands | Aug. 28, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Benefit Plan, Health Care Cost Trend Rate Assumed Pre-65, Next Fiscal Year | 6.80% | 7.00% | |||
Non-current asset | $ 3,917 | $ 1,776 | |||
Defined Benefit Plan, Expected Future Benefit Payment, Five Fiscal Years Thereafter | $ 103,857 | ||||
Employer matching contribution, percent | 100.00% | 50.00% | |||
Employers matching contribution, annual vesting percentage | 20.00% | ||||
Employers matching contribution, vesting term (in years) | 5 years | ||||
Defined benefit plan, cost of employer contribution | $ 3,428 | $ 1,847 | $ 1,978 | ||
Fair value of plan assets | 235,297 | 210,993 | $ 247,583 | ||
Defined benefit plan, settlement charge | 2,400 | ||||
Defined Benefit Plan, Other Cost (Credit) | $ (3,451) | $ 0 | |||
Defined Benefit Plan, Ultimate Health Care Cost Trend Rate, Pre-65 | 4.50% | 5.00% | |||
Defined Benefit Plan, Health Care Cost Trend Rate Assumed Post-65, Next Fiscal Year | 6.80% | 7.00% | |||
Defined Benefit Plan, Ultimate Health Care Cost Trend Rate, Post-65 | 4.50% | 5.00% | |||
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets | 6.25% | 7.00% | 7.25% | ||
401K [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Employer matching contribution, percent of employees' gross pay | 4.00% | 5.00% | |||
Nonqualified Plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate | 2.00% | 1.97% | |||
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate | 1.24% | 2.00% | 1.97% | ||
Pension contributions | $ 800 | ||||
United States | Qualified Plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate | 3.93% | 3.27% | 3.86% | ||
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate | 2.83% | 3.93% | 3.27% | ||
Foreign Plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets | 3.70% | 3.53% | |||
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Rate of Compensation Increase | 3.15% | 3.11% | |||
Foreign Plan [Member] | Nonqualified Plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Pension contributions | $ 4,300 | ||||
Pension Plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Benefit Plan, Expected Future Benefit Payment, Five Fiscal Years Thereafter | $ 101,297 | ||||
Pension Plan [Member] | Foreign Plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Rate of Compensation Increase | 3.09% | 3.14% | 3.11% | ||
Other Postretirement Benefits Plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Non-current asset | $ 0 | $ 0 | |||
Defined Benefit Plan, Expected Future Benefit Payment, Five Fiscal Years Thereafter | 2,560 | ||||
Fair value of plan assets | 0 | 0 | $ 0 | ||
Defined Benefit Plan, Other Cost (Credit) | $ 0 | $ 0 | |||
Other Postretirement Benefits Plan [Member] | United States | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate | 3.05% | 4.10% | 3.48% | ||
Other Postretirement Benefits Plan [Member] | United States | Qualified Plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate | 4.10% | 3.48% | 3.63% | ||
Vesting Year 1 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Employers matching contribution, annual vesting percentage | 0.00% | ||||
Employers matching contribution, vesting term (in years) | 1 year | ||||
Vesting Year 2 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Employers matching contribution, annual vesting percentage | 50.00% | ||||
Employers matching contribution, vesting term (in years) | 2 years | ||||
Vesting Year 3 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Employers matching contribution, annual vesting percentage | 100.00% | ||||
Employers matching contribution, vesting term (in years) | 3 years | ||||
Subsequent Event | United States | Nonqualified Plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Pension contributions | $ 1,100 | ||||
Subsequent Event | Foreign Plan [Member] | Nonqualified Plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Pension contributions | $ 4,200 |
Employee Benefit Plans (Compone
Employee Benefit Plans (Components Of Net Benefit Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Settlement | $ (1,477) | $ 0 | |
Defined Benefit Plan, Service Cost | 2,694 | 2,993 | |
Interest cost on benefits obligation | 10,061 | 9,164 | |
Expected return on assets | (11,979) | (15,418) | |
Defined Benefit Plan, Plan Assets, Payment for Settlement | 2,400 | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) | 329 | ||
Cost of 401(k) plan company contributions | 3,428 | 1,847 | $ 1,978 |
Pension Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Service Cost | 2,694 | 2,993 | 181 |
Interest cost on benefits obligation | 9,164 | 2,158 | |
Expected return on assets | (15,418) | (2,994) | |
Net pension costs and return | 776 | (3,261) | (655) |
Net loss amortization | 441 | 153 | 735 |
Total amortization items | 456 | 153 | 735 |
Pension and Other Postretirement Benefits Cost (Reversal of Cost) | 1,232 | (3,108) | 80 |
Other Postretirement Benefits Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Settlement | 0 | 0 | |
Defined Benefit Plan, Service Cost | 2 | 1 | 0 |
Interest cost on benefits obligation | 359 | 336 | 20 |
Expected return on assets | 0 | 0 | |
Net loss amortization | (32) | 0 | |
Total amortization items | (32) | 0 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) | $ 361 | $ 337 | $ 20 |
Employee Benefit Plans (Weighte
Employee Benefit Plans (Weighted Average Assumptions Used In Determining Net Periodic Benefit Cost And Benefit Obligations) (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Expected return on plan assets | 6.25% | 7.00% | 7.25% |
Nonqualified Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate, Net periodic benefit cost | 2.00% | 1.97% | |
Discount rate, Benefit obligations | 1.24% | 2.00% | 1.97% |
United States | Qualified Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate, Net periodic benefit cost | 3.93% | 3.27% | 3.86% |
Discount rate, Benefit obligations | 2.83% | 3.93% | 3.27% |
Foreign Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Expected return on plan assets | 3.70% | 3.53% | |
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Rate of Compensation Increase | 3.15% | 3.11% | |
Pension Plan [Member] | Foreign Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Rate of Compensation Increase | 3.09% | 3.14% | 3.11% |
Other Postretirement Benefits Plan [Member] | United States | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate, Benefit obligations | 3.05% | 4.10% | 3.48% |
Other Postretirement Benefits Plan [Member] | United States | Qualified Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate, Net periodic benefit cost | 4.10% | 3.48% | 3.63% |
Employee Benefit Plans - One Pe
Employee Benefit Plans - One Percentage Point Change In Assumed Health Care Cost Trend Rates (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Retirement Benefits, Description [Abstract] | |
Defined benefit plan, effect of one percentage point increase on service and interest cost components | $ 50 |
Defined benefit plan, effect of one percentage point decrease on service and interest cost components | (40) |
Defined benefit plan, effect of one percentage point increase on accumulated postretirement benefit obligation | 1,359 |
Defined benefit plan, effect of one percentage point decrease on accumulated postretirement benefit obligation | $ (1,102) |
Employee Benefit Plans (Change
Employee Benefit Plans (Change In Projected Benefit Obligation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plan, Service Cost | $ 2,694 | $ 2,993 | ||
Fair value of plan assets | $ 210,993 | 235,297 | 210,993 | $ 247,583 |
Employer contributions | 4,688 | 4,083 | ||
Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Projected Benefit Obligation | 152,341 | 146,882 | 152,341 | |
Actual return on assets | 46,665 | (15,183) | ||
Defined Benefit Plan, Plan Assets, Foreign Currency Translation Gain (Loss) | 935 | (2,430) | ||
Defined Benefit Plan, Benefit Obligation, Foreign Currency Translation Gain (Loss) | (1,692) | (9,661) | ||
Defined Benefit Plan, Plan Assets, Benefits Paid | (24,533) | (23,060) | ||
Balance at beginning of year | 363,334 | 399,638 | ||
Pension - Interest cost | 10,061 | 9,164 | ||
Defined Benefit Plan, Benefit Obligation, Increase (Decrease) for Plan Amendment | 0 | 341 | ||
Actuarial loss | 37,243 | (16,081) | ||
Defined Benefit Plan, Benefit Obligation, Benefits Paid | (24,533) | (23,060) | ||
Defined Benefit Plan, Other Cost (Credit) | (3,451) | 0 | ||
Balance at end of year | 363,334 | 382,179 | 363,334 | 399,638 |
Pension Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plan, Service Cost | 2,694 | 2,993 | 181 | |
Defined Benefit Plan, Accumulated Benefit Obligation | 363,334 | 382,179 | 363,334 | |
Pension - Interest cost | 9,164 | 2,158 | ||
Other Postretirement Benefits Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plan, Service Cost | 2 | 1 | 0 | |
Fair value of plan assets | 0 | 0 | 0 | 0 |
Employer contributions | 432 | 580 | ||
Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Projected Benefit Obligation | 10,276 | 10,193 | 10,276 | |
Actual return on assets | 0 | (580) | ||
Defined Benefit Plan, Plan Assets, Foreign Currency Translation Gain (Loss) | 0 | 0 | ||
Defined Benefit Plan, Benefit Obligation, Foreign Currency Translation Gain (Loss) | 0 | 0 | ||
Defined Benefit Plan, Plan Assets, Benefits Paid | (432) | 0 | ||
Balance at beginning of year | 10,276 | 11,685 | ||
Pension - Interest cost | 359 | 336 | 20 | |
Defined Benefit Plan, Benefit Obligation, Increase (Decrease) for Plan Amendment | 0 | 0 | ||
Actuarial loss | (12) | (1,166) | ||
Defined Benefit Plan, Benefit Obligation, Benefits Paid | (432) | (580) | ||
Defined Benefit Plan, Other Cost (Credit) | 0 | 0 | ||
Balance at end of year | $ 10,276 | $ 10,193 | $ 10,276 | $ 11,685 |
Employee Benefit Plans (Funded
Employee Benefit Plans (Funded Status) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Projected Benefit Obligation | $ 146,882 | $ 152,341 | |
Fair value of plan assets | 235,297 | 210,993 | $ 247,583 |
Non-current asset | 3,917 | 1,776 | |
Current liability | (3,998) | (3,494) | |
Non-current liability | (146,801) | (150,623) | |
Defined Benefit Plan, Amounts for Asset (Liability) Recognized in Statement of Financial Position | (146,882) | (152,341) | |
Defined Benefit Plan, Accumulated Other Comprehensive Income (Loss), Gain (Loss), before Tax | 30,872 | 28,497 | |
Prior service cost | 322 | 325 | |
Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, before Tax | 31,194 | 28,822 | |
Defined Benefit Plan, Amortization of Net Gains (Losses) | (277) | ||
Prior service cost | 16 | ||
Defined Benefit Plan, Benefit Obligation | (382,179) | (363,334) | (399,638) |
Defined Benefit Plan, Funded (Unfunded) Status of Plan | (146,882) | (152,341) | |
Defined Benefit Plan, Expected Amortization, Next Fiscal Year | 293 | ||
Pension Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Aggregate accumulated benefit obligation (ABO) | 382,179 | 363,334 | |
Other Postretirement Benefits Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Projected Benefit Obligation | 10,193 | 10,276 | |
Fair value of plan assets | 0 | 0 | 0 |
Non-current asset | 0 | 0 | |
Current liability | (669) | (701) | |
Non-current liability | (9,524) | (9,575) | |
Defined Benefit Plan, Amounts for Asset (Liability) Recognized in Statement of Financial Position | (10,193) | (10,276) | |
Defined Benefit Plan, Accumulated Other Comprehensive Income (Loss), Gain (Loss), before Tax | (883) | (902) | |
Defined Benefit Plan, Benefit Obligation | (10,193) | (10,276) | $ (11,685) |
Defined Benefit Plan, Funded (Unfunded) Status of Plan | $ (10,193) | $ (10,276) |
Employee Benefit Plans (Expecte
Employee Benefit Plans (Expected Benefit Payments) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2018 | $ 23,724 |
2019 | 23,451 |
2020 | 23,134 |
2021 | 22,834 |
2022 | 22,358 |
2024-2028 | 103,857 |
Pension Plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
2018 | 23,055 |
2019 | 22,799 |
2020 | 22,516 |
2021 | 22,238 |
2022 | 21,789 |
2024-2028 | 101,297 |
Other Postretirement Benefits Plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
2018 | 669 |
2019 | 652 |
2020 | 618 |
2021 | 596 |
2022 | 569 |
2024-2028 | $ 2,560 |
Employee Benefit Plans (Fair Va
Employee Benefit Plans (Fair Values Of Pension Plan Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 235,297 | $ 210,993 | $ 247,583 |
Money Market Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 2,284 | 3,831 | |
Bond Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Large Cap Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
International Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 28,036 | 20,295 | |
Small Cap Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Blended Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Mid Cap Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Opportunistic | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 12,480 | 15,461 | |
Investment Grade | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 62,134 | 51,340 | |
Non-U.S. Equity | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 20,363 | 17,432 | |
U.S. Equity | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 81,209 | 70,059 | |
Global Low Volatility | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1,396 | 5,400 | |
Insurance Contracts | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 806 | ||
Cash | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 42 | 22 | |
Equity | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 10,742 | 8,623 | |
Non-U.S. government and corporate bonds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 15,504 | 13,569 | |
Insurance Contracts | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 301 | 3,782 | |
Other | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 368 | ||
Net Asset Value Per Share | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 234,419 | 206,250 | |
Net Asset Value Per Share | Money Market Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 2,284 | 3,831 | |
Net Asset Value Per Share | Bond Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Net Asset Value Per Share | Large Cap Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Net Asset Value Per Share | International Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 28,036 | 20,295 | |
Net Asset Value Per Share | Small Cap Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Net Asset Value Per Share | Blended Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Net Asset Value Per Share | Mid Cap Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Net Asset Value Per Share | Opportunistic | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 12,480 | 15,461 | |
Net Asset Value Per Share | Investment Grade | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 62,134 | 51,340 | |
Net Asset Value Per Share | Non-U.S. Equity | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 20,363 | 17,432 | |
Net Asset Value Per Share | Global Low Volatility | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1,396 | 5,400 | |
Net Asset Value Per Share | Cash | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Net Asset Value Per Share | Equity | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 10,742 | 8,623 | |
Net Asset Value Per Share | Non-U.S. government and corporate bonds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 15,504 | 13,569 | |
Net Asset Value Per Share | Insurance Contracts | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 271 | 240 | |
Fair Value, Inputs, Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 42 | 22 | |
Fair Value, Inputs, Level 1 | Money Market Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Fair Value, Inputs, Level 1 | Bond Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 1 | Large Cap Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 1 | Small Cap Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 1 | Blended Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 1 | Mid Cap Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 1 | Opportunistic | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 1 | Investment Grade | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 1 | Non-U.S. Equity | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 1 | U.S. Equity | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 1 | Cash | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 42 | 22 | |
Fair Value, Inputs, Level 1 | Equity | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 1 | Non-U.S. government and corporate bonds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 1 | Insurance Contracts | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 1 | Other | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | ||
Fair Value, Inputs, Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 836 | 3,910 | |
Fair Value, Inputs, Level 2 | Bond Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 2 | Large Cap Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 2 | International Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 2 | Small Cap Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 2 | Blended Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 2 | Mid Cap Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 2 | Opportunistic | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 2 | Investment Grade | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 2 | Non-U.S. Equity | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 2 | U.S. Equity | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 2 | Insurance Contracts | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 806 | ||
Fair Value, Inputs, Level 2 | Cash | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 2 | Equity | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 2 | Non-U.S. government and corporate bonds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 2 | Insurance Contracts | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 30 | 3,542 | |
Fair Value, Inputs, Level 2 | Other | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 0 | 368 | |
Fair Value, Inputs, Level 1, 2 and 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 210,182 |
Contingencies, Commitments An_3
Contingencies, Commitments And Guarantees (Narrative) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Contingencies, Commitments And Guarantees [Line Items] | |
Aggregate notional value standby letters of credit | $ 41,990 |
Commercial Contract [Member] | |
Contingencies, Commitments And Guarantees [Line Items] | |
Approximate commitments | $ 106,900 |
Minimum [Member] | |
Contingencies, Commitments And Guarantees [Line Items] | |
Letter Of Credit Maturity Term | 1 month |
Maximum [Member] | |
Contingencies, Commitments And Guarantees [Line Items] | |
Letter Of Credit Maturity Term | 5 years |
Settled Litigation [Member] | Wage and Hour Action California [Member] | |
Contingencies, Commitments And Guarantees [Line Items] | |
Estimated Litigation Liability | $ 2,400 |
Standby Letters of Credit [Member] | |
Contingencies, Commitments And Guarantees [Line Items] | |
Aggregate notional value standby letters of credit | $ 34,300 |
Contingencies, Commitments An_4
Contingencies, Commitments And Guarantees (Standby Letters Of Credit Instruments) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Contingencies, Commitments And Guarantees [Line Items] | |
Outstanding letters of credit | $ 41,990 |
0-12 Months [Member] | |
Contingencies, Commitments And Guarantees [Line Items] | |
Outstanding letters of credit | 27,236 |
Greater Than 12 Months [Member] | |
Contingencies, Commitments And Guarantees [Line Items] | |
Outstanding letters of credit | $ 14,754 |
Guarantees And Indemnificatio_3
Guarantees And Indemnification Obligations (Product Warranty Reserves) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Guarantor Obligations [Line Items] | ||
Document Period End Date | Dec. 31, 2019 | |
Standard and Extended Product Warranty Accrual, Period Increase (Decrease) | $ 1,300 | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ||
Balance beginning December 31 | (2,980) | $ (3,564) |
Provisions | 1,894 | 2,643 |
Claims settled | (2,830) | (2,800) |
Product Warranty Accrual, Additions from Business Acquisition | (11) | (347) |
Currency translation adjustments | (271) | (80) |
Balance ending December 31 | (1,642) | $ (2,980) |
Liability for indemnification agreements | $ 0 |
Segment Information (Reportable
Segment Information (Reportable Segment Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2019 | Sep. 29, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jul. 01, 2018 | Apr. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | $ 242,638 | $ 237,052 | $ 245,768 | $ 238,855 | $ 266,716 | $ 247,209 | $ 259,658 | $ 239,887 | $ 964,313 | $ 1,013,470 | $ 505,492 | |
Operating income (loss) | 37,681 | 21,653 | 16,307 | |||||||||
Other Operating Income | 109,800 | 101,867 | 43,271 | |||||||||
Special Charges, Net | 17,686 | 13,061 | 7,330 | |||||||||
Special charges | 17,686 | 13,061 | 7,330 | |||||||||
Restructuring related inventory charges | $ 16,910 | 5,186 | 5,848 | 2,559 | ||||||||
Amortization of inventory step-up | 0 | 6,600 | 4,300 | |||||||||
Restructuring Costs and Asset Impairment Charges | 49,247 | 61,305 | 17,075 | |||||||||
Interest expense | 10,841 | |||||||||||
Interest Income (Expense), Net | (48,609) | (52,975) | (10,841) | |||||||||
Other income, net | (836) | (7,426) | 1,826 | |||||||||
Income before income taxes | (10,092) | (23,896) | 3,640 | |||||||||
Identifiable assets | 1,470,945 | 1,791,612 | 1,906,799 | 1,470,945 | 1,791,612 | 1,906,799 | ||||||
Capital expenditures | 13,855 | 20,114 | 12,814 | |||||||||
Depreciation and amortization | 69,636 | 75,411 | 27,034 | |||||||||
Energy Segment | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 240,982 | 288,877 | 183,399 | |||||||||
Operating income (loss) | 30,394 | 38,779 | 21,708 | |||||||||
Special charges | (3,348) | 1,907 | (11,596) | |||||||||
Restructuring related inventory charges | (1,181) | 3,661 | 54 | |||||||||
Identifiable assets | 355,870 | 882,630 | 837,492 | 355,870 | 882,630 | 837,492 | ||||||
Capital expenditures | 1,766 | 4,814 | 2,631 | |||||||||
Depreciation and amortization | 11,012 | 13,785 | 9,515 | |||||||||
Aerospace Segment | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 272,625 | 237,017 | 182,983 | |||||||||
Operating income (loss) | 52,480 | 36,047 | 23,375 | |||||||||
Identifiable assets | 426,405 | 399,102 | 375,094 | 426,405 | 399,102 | 375,094 | ||||||
Capital expenditures | 4,376 | 4,739 | 3,400 | |||||||||
Depreciation and amortization | 11,531 | 10,937 | 4,325 | |||||||||
Fluid Handling [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 450,706 | 487,576 | 139,110 | |||||||||
Operating income (loss) | 52,188 | 57,340 | 19,932 | |||||||||
Identifiable assets | 1,405,056 | 1,279,048 | 1,408,217 | 1,405,056 | 1,279,048 | 1,408,217 | ||||||
Capital expenditures | 5,757 | 9,813 | 5,928 | |||||||||
Depreciation and amortization | 46,564 | 49,939 | 11,881 | |||||||||
Corporate/Eliminations [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Operating income (loss) | (25,262) | (30,299) | (21,744) | |||||||||
Identifiable assets | (716,386) | (769,168) | (714,004) | (716,386) | (769,168) | (714,004) | ||||||
Capital expenditures | 1,074 | 1,787 | 1,378 | |||||||||
Depreciation and amortization | 529 | 750 | 1,313 | |||||||||
Corporate Identifiable Assets After Elimination Of Intercompany Assets [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Identifiable assets | $ 18,900 | $ 23,800 | $ 15,600 | 18,900 | 23,800 | 15,600 | ||||||
Segment Reconciling Items [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Special charges | 22,872 | 18,909 | 9,889 | |||||||||
Restructuring related inventory charges | (820) | 346 | 0 | |||||||||
Acquisition amortization | 45,715 | 47,310 | 12,542 | |||||||||
Special Acquisition Depreciation | 4,352 | 7,049 | 233 | |||||||||
Operating Segments [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Capital expenditures | $ 12,973 | $ 21,153 | $ 13,337 |
Segment Information (Net Revenu
Segment Information (Net Revenues By Geographic Area) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 29, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jul. 01, 2018 | Apr. 01, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 242,638 | $ 237,052 | $ 245,768 | $ 238,855 | $ 266,716 | $ 247,209 | $ 259,658 | $ 239,887 | $ 964,313 | $ 1,013,470 | $ 505,492 |
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 412,686 | 430,575 | 234,684 | ||||||||
France | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 49,724 | 48,344 | 41,584 | ||||||||
Germany | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 96,232 | 97,526 | 32,092 | ||||||||
Canada | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 25,963 | 33,531 | 15,715 | ||||||||
Saudi Arabia [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 11,562 | 9,643 | 6,260 | ||||||||
United Kingdom | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 36,760 | 35,869 | 25,217 | ||||||||
China | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 32,779 | 35,732 | 15,056 | ||||||||
Norway | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 23,045 | 15,009 | 10,803 | ||||||||
Europe [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 111,852 | 101,787 | 48,849 | ||||||||
Asia Pacific [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 96,711 | 86,261 | 44,816 | ||||||||
Other Countries [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 66,999 | $ 119,193 | $ 30,416 |
Segment Information (Long-Lived
Segment Information (Long-Lived Assets By Geographic Area) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 172,179 | $ 189,672 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 90,136 | 117,784 |
Germany | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 52,843 | 41,852 |
United Kingdom | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 11,510 | 11,330 |
India | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 8,319 | 8,535 |
France | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 3,130 | 3,271 |
Other Countries [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 6,241 | $ 6,900 |
Other (Income) Expense, Net (De
Other (Income) Expense, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other Income and Expenses [Abstract] | |||
Pension - Interest cost | $ 10,061 | $ 9,164 | |
Pension - Expected return on assets | (11,979) | (15,418) | |
Foreign Currency Translations | (395) | (1,677) | $ 790 |
Other | 1,477 | 505 | 1,036 |
Other (income) expense, net | $ (836) | $ (7,426) | $ 1,826 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Summary (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | $ 528,993 | $ 601,974 | $ 404,410 |
Other comprehensive income (loss) | (10,528) | (33,009) | 39,531 |
Balance at end of period | 391,411 | 528,993 | 601,974 |
Accumulated Other Comprehensive Income (Loss) Attributable to Parent | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (69,739) | (36,730) | (76,261) |
Other comprehensive income (loss) | (10,528) | (33,009) | 39,531 |
Balance at end of period | (80,267) | (69,739) | (36,730) |
Foreign Currency Translation Adjustments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (49,108) | (28,585) | (62,704) |
Other comprehensive income (loss) | (4,740) | (20,523) | 34,119 |
Balance at end of period | (53,848) | (49,108) | (28,585) |
Pension, net | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (19,115) | (8,145) | (13,557) |
Other comprehensive income (loss) | (398) | (10,970) | 5,412 |
Balance at end of period | (19,513) | (19,115) | (8,145) |
Derivative | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (1,516) | 0 | 0 |
Other comprehensive income (loss) | (5,390) | (1,516) | 0 |
Balance at end of period | $ (6,906) | $ (1,516) | $ 0 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jul. 01, 2018 | Apr. 01, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Other comprehensive income (loss) | $ (10,528,000) | $ (33,009,000) | $ 39,531,000 | |||||
Currency Translation Adjustments | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Other comprehensive income (loss) | $ (2,200,000) | $ 2,100,000 | $ (200,000) | $ (5,100,000) | $ 5,400,000 | $ 2,200,000 |
Accumulated Other Comprehensi_5
Accumulated Other Comprehensive Loss - Quarterly Impact of Error Corrections (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jul. 01, 2018 | Apr. 01, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Overstated (understated) comprehensive income | $ (10,528,000) | $ (33,009,000) | $ 39,531,000 | |||||
Currency Translation Adjustments | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Overstated (understated) comprehensive income | $ (2,200,000) | $ 2,100,000 | $ (200,000) | $ (5,100,000) | $ 5,400,000 | $ 2,200,000 |
Quarterly Financial Informati_3
Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2019 | Sep. 29, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jul. 01, 2018 | Apr. 01, 2018 | Dec. 31, 2017 | Oct. 01, 2017 | Jul. 02, 2017 | Apr. 02, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly financial information [Line Items] | |||||||||||||||
Revenues | $ 242,638 | $ 237,052 | $ 245,768 | $ 238,855 | $ 266,716 | $ 247,209 | $ 259,658 | $ 239,887 | $ 964,313 | $ 1,013,470 | $ 505,492 | ||||
Gross profit | 78,004 | 74,474 | 81,917 | 74,414 | 90,012 | 80,077 | 84,955 | 70,159 | 308,809 | 325,203 | 172,674 | ||||
Net income | $ 1,556 | $ (112,337) | $ (18,520) | $ (4,634) | $ (21,004) | $ (6,841) | $ 5,902 | $ (17,441) | $ (133,935) | $ (39,384) | $ 11,789 | ||||
Basic | $ 0.08 | $ (5.64) | $ (0.93) | $ (0.23) | $ (1.06) | $ (0.34) | $ 0.30 | $ (0.88) | $ (6.73) | $ (1.99) | $ 0.71 | ||||
Earnings (loss) per common share: Diluted | $ 0.08 | $ (5.64) | $ (0.93) | $ (0.23) | $ (1.06) | $ (0.34) | $ 0.30 | $ (0.88) | $ (6.73) | $ (1.99) | $ 0.70 | ||||
Dividends paid per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 29, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Subsequent Event [Line Items] | |||||
Goodwill | $ 271,893 | $ 450,605 | $ 497,162 | ||
Intangible Assets, Net (Excluding Goodwill) | $ 385,542 | $ 440,281 | |||
R.S. Divestiture [Member] | Discontinued Operations, Disposed of by Sale [Member] | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Disposal Group, Including Discontinued Operation, Consideration | $ 172,000 | ||||
Forecast [Member] | Minimum [Member] | R.S. Divestiture [Member] | Discontinued Operations, Disposed of by Sale [Member] | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | $ 35,000 | ||||
Forecast [Member] | Maximum [Member] | R.S. Divestiture [Member] | Discontinued Operations, Disposed of by Sale [Member] | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | $ 40,000 |
Valuation And Qualifying Acco_2
Valuation And Qualifying Accounts (Schedule Of Valuation And Qualifying Accounts) (Details) - Allowance For Doubtful Accounts [Member] - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at Beginning of Period | $ 2,270 | $ 2,865 | $ 3,298 | |
Additions (Reductions) Charged to Costs and Expenses | 1,777 | (262) | (120) | |
Additions (Reductions) Charged to Other Accounts | (198) | (95) | 223 | |
Deductions | [1] | (763) | (238) | (536) |
Balance at End of Period | $ 3,086 | $ 2,270 | $ 2,865 | |
[1] | Uncollectible accounts written off, net of recoveries. |